2011 AMENDED AND RESTATED BY-LAWS

ARTICLE I

NAME, PURPOSE, OFFICES AND REGISTERED AGENT

Section 1.01. Name. The name of the corporation shall be the Columbia Jewish Federation (“Federation”).

Section 1.02. General Purpose. The general purpose of the Federation is to further the welfare of the Jewish community in Columbia, South Carolina, and throughout the world.

Section 1.03. Specific Purposes. The specific purposes of the Federation are the following:

1. To conduct annual fund-raising campaign(s) whose proceeds shall be used for the operating, special purpose, and capital needs of Jewish institutions in Columbia, South Carolina, and throughout the world.
2. To allocate and budget all fund-raising proceeds according to the needs of local, national, and overseas institutions that meet the general purpose of the Federation.
3. To plan and direct services and programs in the areas of endowment development, community relations, leadership development, public relations, communication, community development, and the relationship with the private and public institutions in the general community.

Section 1.04. The purposes for which the Federation is organized are exclusively charitable, religious, and educational within the meaning of Section 501 (c) (3) of the Internal Revenue Code.

Section 1.05. Principal Office. The Federation shall maintain its Principal Office at 306 Flora Drive, Columbia, South Carolina 29223, or at such other location as is otherwise designated in the Federation's Articles of Incorporation (“the Articles”), application for certificate of authority, or in a notice of change of Principal Office filed pursuant to the South Carolina Nonprofit Corporation Act of 1994, as amended (“the Act”).

Section 1.06. Registered Agent and Office. The Federation shall maintain a Registered Agent and a Registered Office with the same address as that of the Registered Agent. The Registered Agent shall be designated by the Board of Trustees from time to time to serve at its pleasure. The Registered Agent may be an individual who resides in the State of South Carolina and whose office is identical with the Registered Office, or a domestic business or non-profit

corporation whose office is identical with the Registered Office. In the absence of a designation by the Board of Trustees, the Registered Agent shall be the Federation’s Executive Director.

Section 1.06. Other Offices. The Federation may have such other offices within or outside the State of South Carolina as the Board of Trustees may from time to time determine.

ARTICLE II

MEMBERSHIP AND AFFILIATION

Section 2.01. Membership. Any person eighteen (18) years old or older, or entity shall be considered a member of the Federation for the calendar year in which they have contributed to the most recent Federation annual campaign, and who is not delinquent in his obligations to the Federation. The term of membership shall be for a period of one year and shall be automatically renewable upon the member’s financial commitment to each successive annual campaign. The Board shall define, from time to time, when a member is considered to be delinquent in his obligations to the Federation.

Section 2.02. Affiliation. Any organization whose purpose is to further the welfare of the Jewish community with respect to cultural, civic, social, economic, and religious activities and that is operating in accordance with accepted standards in its field of service shall be eligible for affiliation with the Federation, provided, however, that the request of any organization for affiliation must be approved by a two-thirds (2/3) vote of the entire Board; such vote shall not be taken before the expiration of thirty (30) days following written notice to the Board of such application. An organization that is approved by the Board will be an "Affiliated Organization" of the Federation. The Board of Trustees shall be entitled to approve or disapprove any such application in its sole discretion, and no applicant shall have any appeal to the members or otherwise concerning any disapproval of its application by the Board.

Section 2.03 Affiliated Organizations. The following organizations shall be considered "Affiliated Organizations" of the Federation: Katie and Irwin Kahn Jewish Community Center, Beth Shalom Brotherhood, Beth Shalom Sisterhood, Beth Shalom Synagogue, Chabad-Aleph House, B’nai B’rith Youth Organization, Hillel, Columbia Adult Board of Hillel, Columbia Chapter of Hadassah, Columbia Jewish Day School, Holocaust Education Commission, Tree of Life Brotherhood, Tree of Life Congregation, Tree of Life Women of Reform Judaism, USC Jewish Studies Program, and Jewish Historical Society.

Section 2.04. Affiliated Organization Guidelines. An Affiliated Organization must meet and adhere to the following guidelines:

1. Financial Statements. Upon request by the Board, deliver financial statements to the Federation for the prior three (3) years for the purpose of demonstrating that the agency is conducting its affairs in a reasonable and fiscally responsible manner and is accountable to its particular constituency for the manner in which its work is conducted.
   2. Affiliated Agency Leadership. An Affiliated Agency shall encourage each of its

Trustees and Officers to be a member of the Federation by contributing to the Federation's Annual Campaign during his term of service and it shall encourage each of its Trustees and Officers to work in the Federation Annual Campaign to help raise funds directly, or at least work indirectly through administrative support.

3. Cooperation. Each Affiliated Agency shall operate in a manner that reflects mutual respect and cooperation among all Affiliated Agencies, and the Federation. In furtherance of this, each Affiliated Agency shall cooperate in keeping the community calendar maintained by the Federation accurate and current and shall consult the community calendar and shall endeavor to avoid conflicts prior to scheduling meetings and events. Each Affiliated Organization shall also refrain from having direct solicitation fundraising (not to include fundraising events) between the months of September 1 through December 31 for each calendar year unless specifically waived by the Executive Committee (as defined below) of the Federation.

4. Additional Requirements. The Federation may impose such additional requirements as it shall determine as a condition for granting funds to Affiliated Agencies, and such requirements may be different for different Affiliated Agencies.

Section 2.05. Violations By Affiliated Organizations. Violation of any of the provisions of Section 2.04 above by an Affiliated Agency shall constitute cause for terminating an Affiliated Agency's status as a Affiliated Agency, for withdrawing future support, and/or withholding any unpaid balance of support allocated to the violating Affiliated Agency.

Section 2.06. Termination of an Affiliated Agency. An Affiliated Agency of the Federation shall continue in that status unless:

1. The Affiliated Agency notifies the Federation in writing that it does not desire to continue in that status, in which event it shall cease being such on the last day of the month in which such notice was given or on such other date as may be requested by the Agency and approved by the Board of Trustees; or

2. The Board determines by a vote of at least two-thirds (2/3) of the entire voting Board that an Affiliated Agency's status should be terminated.

(d)  If, in the opinion of the Board of Trustees, an Affiliated Agency fails to meet the definition or all of the qualifications and requirements of Section 2.04 above applicable to it, said Affiliated Agency shall be given written notice within which to comply. If the Affiliated Agency continues to fail to comply, the Affiliated Agency may be terminated for cause following thirty (30) days written notice sent to the subject Affiliated Agency of the time, place, and date of the meeting of the Board of Trustees at which such action will be considered. The Affiliated Agency shall have a right to make a presentation at such meeting. The affirmative vote of two-thirds (2/3) of the entire voting Board shall be required to terminate the Affiliated Agency status. Status as a Affiliated Agency may be terminated only so long as the foregoing procedure is followed. No Affiliated Agency shall have any appeal to the Members or otherwise concerning any termination of its status as a Affiliated Agency by the Board of Trustees.

Section 2.07. Other Organizations. Notwithstanding, the Federation may also work with and allocate funds to organizations or institutions that are not Affiliated Agencies when it determines that the allocation of such funds will further the purposes of the Federation and will not adversely affect the tax exemption status of the Federation.

Section 2.08. Annual Meeting. An annual meeting of the members shall be held once each calendar year for the purpose of electing officers and non-appointed members of the Board, and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at a location to be determined by the President on a Sunday in either December or January of each year, or at such other time and/or location as may be designated by the President; provided, however, that any notice changing the time or place of the meeting shall be effective only if properly given pursuant to Section 2.10 below. Notice of an annual meeting need only include a description of any matter that must be approved by the members under the Articles or the By-laws, or a description of a matter a member intends to raise at a meeting if (1) the Federation is requested in writing to do so by a member or Affiliated Organization, and (2) the request is received by the Secretary or President at least ten (10) days before the Federation gives notice of the meeting.

At the discretion of the Board, the annual member meeting may be held in conjunction with a meeting of the Katie and Irwin Kahn Jewish Community Center (“JCC”); provided, however, that members of the JCC who are not also members of the Federation shall not be allowed to vote on Federation matters or be counted for purposes of establishing a quorum.

Section 2.09. Special Meetings. A special meeting of the Federation's members may be called at any time by the President, the Board, or five percent (5%) of the members, provided such Members sign, date, and deliver to any Officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held. The close of business on the thirtieth (30^th) day before delivery of the demand or demands for a special meeting to any Officer is the record date for the purpose of determining whether the five percent (5%) requirement of this section has been met. If a notice for a special meeting demanded under this section is not given pursuant to section 2.10 below within thirty (30) days after the date the written demand or demands are delivered to an Officer, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to section 2.10 below. Only those matters that are within the purpose or purposes described in the meeting notice may be conducted at a special meeting of members. Special meetings of members shall be held at the Federation’s Principal Office, or at such other place as the Board of Directors may determine; provided, however, that notice of any such change in the place of a special meeting shall be given in accordance with section 2.10 below.

Section 2.10. Notice of Meetings. Notice of an annual meeting or special meeting will be given by posting such notice on the Federation website at least thirty (30) days prior to a meeting but not more than sixty (60). The notice shall set forth the place date and time of the meeting.

Oral or written notice of special meetings of members or changes to the date, time and/or

location of the special or annual meeting, shall be given to all members no fewer than ten (10) days, or if notice is mailed by other than first class or registered mail, thirty (30) days, nor more than sixty (60) days before the meeting date. Notice may be communicated in person, by telephone, by facsimile transmission or by other form of wire or wireless communication, including email, by mail or private carrier, or if these forms of personal notice are impracticable, notice may be communicated by posting such notice on the Federation website, a newspaper of general circulation in the area where published, or by newsletter, radio, television, or other form of public broadcast. An oral notice is permissible if reasonable under the circumstances and is effective when communicated in a comprehensible manner. Written notice, if in comprehensible form, is effective at the earliest of the following:

1. When received;

2. Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed;

3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee;

4. Fifteen (15) days after its deposit in the United States mail, if mailed correctly addressed and with other than first class, registered, or certified postage affixed;

5. On the date shown by the read receipt, if sent by e-mail; or,

6. Three (3) days after it was sent by facsimile or posted on the Federation website.

Written notice is correctly addressed to a member if addressed to the member’s address shown in the Federation’s current list of members. A written notice or report delivered as part of a newsletter, magazine, or other publication regularly sent to members constitutes a written notice or report if addressed or delivered to the member’s address shown in the Federation's current list of members, or in the case of members who are residents of the same household and who have the same address in the Federation's current list of members, if addressed or delivered to one of such members, at the address appearing on the Federation’s current list of members. Such notice shall state the date, time and place of the meeting and, if required by the By-laws, the purpose or purposes for which the meeting was called.

Section 2.11. Waiver of Notice. Notice of a meeting of members need not be given to any member who, in person, signs a written waiver of notice either before or after the date and time stated in the notice and such waiver is delivered to the Secretary or President for inclusion in the minutes or filing with the Federation’s records. A member’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. A member’s attendance at a meeting also waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

Section 2.12. Quorum. Except as may otherwise be required by the Articles or By-laws, at any meeting of members, the presence of twenty-five (25) members shall constitute a quorum for the transaction of any business at a special or annual meeting of the members.

Section 2.13. Proxies. Unless expressly permitted by the Board, voting members may not vote by proxy on matters for which a vote is called or required.

ARTICLE III

MANAGEMENT

Section 3.01. Board of Trustees.  The general management and control of the Federation shall be vested in and exercised by its Board of Trustees (also referred to herein as the "Board"), all of whom shall be members in good standing of the Federation. Each member of the Board shall have one vote.

Section 3.02. Number of Trustees.  The Board of Trustees shall consist of not less than twenty

(20) members, and shall be made up of the following:

1. Six (6) Trustees, being the officers of the Federation, including the President, Vice President, President Elect-Vice President, the Secretary, the Treasurer, the immediate Past President of the Federation;

2. A representative of each of the Affiliated Organizations;

3. Up to four (4) Trustees who shall be appointed at the discretion of the President for one or more one (1) year terms as the President shall select, but not to exceed the appointing president’s term of office.
4. Nine (9) Trustees, who shall be elected at large by the members at the annual meeting for three year terms as further provided herein;

5. Rabbis of affiliated congregations, the Executive Directors of the Columbia Jewish Community Center and the Federation shall serve as non-voting ex-officio trustees of the Federation throughout their employment.

6. Chairpersons of all standing committees, General Campaign Chairperson, Men's Division Chairperson(s), and Women's Division Chairperson(s).

Section 3.03. Criteria and Responsibilities of Trustees.

1. Criteria.           Each member of the Board of Trustees shall strive to meet the following criteria:
   1. Provide service in a leadership role in the Federation and/or within the

Jewish community.

2. Make an individual or family contribution to the Annual Community Campaign.

iii)        Is current in the payment of all financial commitments made to the Federation.

2. Responsibilities.          Responsibilities of the members of the Board of Trustees shall include:

i)          Attend a minimum of 75% of the Board meetings.

2. Attend major Federation events.

3. Actively serve on at least one committee or accept special assignments.

4. Engage in financial resource development including the identification, solicitation and appreciation of benefactors.

5. Identify, develop and recruit community leaders

6. Have a clear understanding of the mission and vision of the Federation.

7. At all times as a Trustee, act in the best interests of the Federation.

Section 3.04. Electing Trustees At Large. The Nominating Committee, as hereinafter provided, shall nominate the at large trustees ("Elected Trustees") for consideration by the members at the Annual Meeting.

At least thirty (30) days preceding the election, the Nominating Committee shall deliver to the Board of the Federation and shall post on the Federation website and deliver to the Board members the nominees for all Elected Trustees and Officers.

Additional nominations may be made from the floor at the Annual Meeting.

Section 3.05. Affiliated Organizations' Board Representative.  Each Affiliated Organization shall be entitled to have a Trustee, who shall be known as a "Designated Trustee". Each Affiliated Organization shall have the right to change its' representative during the year.

Section 3.06. Trustees appointed by the President. Any Trustee appointed by the President shall be known as an “Appointed Trustee”.

Section 3.07. Terms.

1. The Elected Trustees shall be elected for staggered three-year terms and until his successor is elected and qualifies.

2. Designated or Appointed Trustees shall serve for a one-year term and until his successor is designated or appointed and qualifies.

Section 3.08. Voting Rights. Each member of the Board shall have one vote on any and all matters. No person may have more than one vote.

Section 3.09. Quorum. One-Third (1/3) of the Trustees in office immediately before the meeting shall constitute a quorum for the valid conduct of business at any Board meeting. If a quorum is present, the affirmative act of a majority of the Board of Trustees present at a meeting shall be valid as the act of the Trustees, except when the act of a greater number is required by law or by the Articles of Incorporation or by these By-laws.

Section 3.10. Meetings of the Board of Trustees. Notice.

1. The Board of Trustees shall typically meet on a regular monthly basis; however in no event shall the Board meet less than bi-monthly. Additional regular meetings may be called by the President as necessary.

2. Special Meeting shall be held within ten (10) days after written request for a Special Meeting is delivered to the Federation by at least ten (10) Trustees or the President. A request for a Special Meeting shall specify the purpose(s) for the Special Meeting. The notice of a Special Meeting shall state the purpose(s) thereof, and the Special Meeting shall be limited to the purpose(s) so stated.

Except where a greater notice is required by these By-laws or by the Nonprofit Corporation Act of South Carolina, not less than five (5) days written notice specifying the date, time, and place of any regular Board meeting or not less than two (2) days written notice specifying the date, time, place, and purpose of any Special Meeting shall be given to each Trustee personally or by mail, electronic mail, facsimile transmission, or telephone. Oral notice is as well as posting notice on the Federation website is also authorized.

Any notice required to be given to the Trustees may be waived before or after the date and time stated in the notice. The Waiver shall be in writing, signed by the Trustee entitled to the notice, and filed with the minutes of the meeting or made part of the Federation records reflecting the action taken. A Trustee’s attendance at or participation in a meeting waives any required notice unless the Trustee at the beginning of the meeting or promptly upon the Trustee’s arrival, objects to holding the meeting or transacting business at the meeting and does not vote for or assent to action taken at the meeting.

Section 3.11. Presumption of Assent.  A Trustee who is present at a meeting of the Board of Trustees when action on any Federation matter is taken, is deemed to have assented to the action

unless his dissent shall be entered in the minutes of the meeting or unless the Trustee objects at the beginning of the meeting or promptly upon the Trustee's arrival to holding the meeting or transacting business at the meeting; and the Trustee's dissent or abstention from the action taken is entered in the minutes of the meeting, or the Trustee files written dissent or abstention with the presiding officer of the meeting before its adjournment or with the Federation immediately after the adjournment. Such right of dissent or abstention is not available to a Trustee who votes in favor of the action taken.

Section 3.12. Action without meeting. Any action required or permitted to be taken at a Board meeting may be taken without a meeting if all members of the Board take the action. The action shall be evidenced by one or more written consents signed by each Trustee before or after such action, describing the action taken, and included in the minutes of the Board of the Federation. Action taken under this section is effective when the last Trustee signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

Section 3.13. Resignation; Removal. Any Trustee may resign at any time from the Board by communicating his resignation to the Board, its President, or to the Federation. A resignation shall be in writing and shall be effective when it is communicated unless the notice specifies a later effective date or subsequent event upon which it will become effective.

The Board may remove from office any Trustee for good cause shown. The Board shall give the offending Trustee thirty (30) days written notice of the time, place, and date of the meeting of the Board that will consider such action. The Trustee shall have a right make a presentation at such meeting. The affirmative vote of two-thirds (2/3) of those present at such meeting of the Board shall be required to remove a Trustee from office and a Trustee may be terminated only so long as the foregoing procedure is followed. No Trustee shall have any appeal to the members or otherwise concerning his removal from office by the Board of Trustees.

Section 3.14. Vacancies on the Board of Trustees. A vacancy in the office of any Elected Trustee occurring for any reason other than an increase in the number of Trustees shall be filled by the President for the balance of the calendar year. A replacement Elected Trustee shall be elected at the next Annual Meeting.

If a vacancy occurs in the office of any Appointed Trustee, the President may appoint a substitute for the balance of the Appointed Trustee's term.

Section 3.15. Compensation. Directors shall not receive compensation for serving as a member of the Board.

Section 3.16. Confidentiality. Members of the Board are expected to be ambassadors and advocates for the Federation. Nevertheless, Trustees are also expected to ensure that certain information disclosed or discussed at meetings of the Board or its committees is proprietary and confidential and should not be disclosed or discussed outside of such meetings. Trustees should

be expected to use good judgment in maintaining the confidentiality of information disclosed at such meetings.

Section 3.17. Contracts. The Board of Trustees may authorize any Officer or Officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Federation, and such authority may be general or confined to specific instances. An affirmative vote of two-thirds (2/3) of the Trustees then holding office shall be required to purchase, sell, mortgage or lease any real property pertinent to the operation and affairs of the Federation.

Section 3.18. Loans. The Board of Trustees, by an affirmative vote of two-thirds (2/3) of the Trustees then holding office, may authorize any Officer or Officers, or agent or agents, to contract any indebtedness and grant evidence of indebtedness and collateral therefore in the name of and on behalf of the Federation, and such authority may be general or confined to specific instances.

Section 3.19. Amendment of Articles. The Board of Trustees may adopt one or more amendments to the Articles without member approval by a two-thirds (2/3) super majority vote of the Board in office at the time the amendment is to be adopted. The Federation shall provide notice to the Board in accordance with these By-laws of the proposed vote to amend the Articles. The Secretary shall cause to be sent to the Secretary of State articles of amendment in accordance with the Act.

Section 3.20. Amendment of By-laws. The Board of Trustees may adopt one or more amendments to the By-laws without member approval by a two-thirds (2/3) super majority vote of the Board of Trustees in office at the time the amendment is to be adopted. The Federation shall provide notice to the Board of Trustees in accordance with these By-laws of the proposed vote to amend the By-laws.

ARTICLE IV

COMMITTEES OF THE BOARD OF TRUSTEES

Section 4.01. Nominating Committee. The President shall annually appoint a Nominating Committee not less than sixty (60) days prior to the Annual Meeting. The Nominating Committee shall consist of at least three (3) members of the Board of (including the President, who shall serve or designate the Chairperson of the Nominating Committee). Not less than twenty (20) days prior to the annual or special meeting to elect Trustees, the Nominating Committee shall submit to the Board of Trustees a list of candidates for Trustees to be submitted for election by the voting members at the upcoming annual or special meeting, which list shall be posted on the Federation's website not less than ten (10) days prior to such meeting.

Section 4.02. Executive Committee. The Executive Committee shall be composed of the Federation's Officers and the immediate past President. The President shall be the chairperson of the Executive Committee. The Executive Committee shall meet at the call of the President with no formal notice requirement and shall carry out such responsibilities as required by law, the

Articles, the By-laws, or as may be specifically delegated to it by the Board of Trustees. The Executive Committee shall have such power as is authorized by the Board. During intervals between meetings of the Board where it is necessary for the Federation to act or in the event of an emergency when it is not possible to convene a meeting of the Board the Executive Committee shall have and may exercise all of the authority of the Board, except where prohibited by law or by resolution of the Board. The Executive Committee shall report all its actions to the Board at the first meeting of the Board following any action taken, and such action shall be binding and deemed an action by the Board unless formal disapproval shall be voted on by the Board.

A majority of the total numbers of members of the Executive Committee shall constitute a quorum and the affirmative vote of a majority of the Executive Committee members present at the meeting at the time of such vote, if a quorum is present, shall be the act of the Executive Committee, except as may be otherwise provided in these By-laws or the Articles of Incorporation.

Section 4.03. Personnel Committee. The Personnel Committee shall be appointed by the Board and shall be composed of up to seven (7) members of the Board of Trustees. The duties of the Personnel Committee shall be the general supervision of the Executive Director, including recommending to the Board raises and contract terms of the Executive Director.

Section 4.04. Joint Personnel Committee. If there is a joint Executive Director of the Federation and the Columbia Jewish Community Center, there shall exist a Joint Personnel Committee whose duties shall be the general supervision of the Executive Director, including recommending to the Board raises and contract terms of the Executive Director. The Joint Personnel Committee shall consist of the current President and President-Elect of the Federation, the current President and President-Elect of the Columbia Jewish Community Center, and two voting members appointed by the Chairman of the Joint Personnel Committee. The Chairman of the Joint Personnel Committee shall be selected by the Executive Committee.

Section 4.05. Campaign Cabinet. The Campaign Cabinet may consist of a General Campaign Chairperson(s), a Men’s Division Chairperson(s), and a Women’s Division Chairperson(s) and as many members of the Federation as may be deemed appropriate in the discretion of the campaign chairperson:

1.       The Campaign Cabinet shall be responsible for conducting the fund- raising campaigns approved by the Board of Trustees.
2.       All actions of the Campaign Cabinet shall be subject to final approval by the Board of Trustees.

Section 4.07. Allocations Committee. The Allocations Committee shall consist of not more than twelve (12) members appointed by the President and shall be chaired by the President-Elect.

1.        The Allocations Committee shall set guidelines for submission and approval of allocations for Federation funds to be distributed to Affiliated

Organizations and other organizations or institutions that will further the purposes of the Federation and will not adversely affect the tax exemption of the Federation. The Allocations Committee shall review the requests for funding and recommend actions to the Board of Trustees.

2.       All actions for the Allocations Committee shall be subject to final approval by the Board of Trustees.

Section 4.08. Grants. During the course of the year, to the extent that funds are available, the Federation shall be authorized to provide grants. Any grant shall be subject to approval by both the Executive Committee and the Board.

Section 4.09. Committee Meetings. A majority of each committee’s voting members shall constitute a quorum for the transaction of business by the committee, and each committee shall take action pursuant to resolutions adopted by a majority of the committee’s voting members participating in a meeting at which a quorum of the committee is present. Each committee may also take action without a meeting by written consent as to such matters and in accordance with such requirements and procedures authorized by these By-laws.

Section 4.10. Other committees. The Board of Trustees and the President may from time to time create and appoint additional standing committees and also ad hoc, special or other committees to undertake studies, make recommendations, and carry on functions for the purpose of efficiently accomplishing the purposes of the Federation. The President shall appoint the Chairperson of each committee.

ARTICLE V

JEWISH FAMILY SERVICE

Section 5.01. Division of Federation. Jewish Family Services ("JFS") is a division of the Federation.

Section 5.02. Mission. The Mission of JFS is to promote, strengthen, and preserve individuals, families, and community, consistent with Jewish philosophies and values. Its purpose is to provide assistance to members of the Jewish community in need.

Section 5.03. Director of JFS. JFS shall have a director, who is an employee of the Federation and who reports to the Executive Director of the Federation.

Section 5.04. JFS Advisor and Professional Advisory Committee:

1. The Federation President shall appoint a chairperson to serve in an advisory role to JFS.
2. There shall be a Professional Advisory Committee composed of individuals willing to provide the benefits of their expertise and experience to the Jewish Family Service of Columbia, South Carolina.

ARTICLE VI

OFFICERS

Section 6.01. General. The Officers of the Federation shall consist of a President, Vice President/ President Elect, Secretary, and Treasurer. The President, Vice-Presidents, Secretary and Treasurer shall be elected by the members at the annual meeting or special meeting called to fill a vacancy and shall hold office until their successor shall have been duly chosen and qualified, or until their death, resignation, disqualification or removal from office. All Officers shall serve a two (2) year term of office. The election of an officer does not itself create contractual rights of employment with the Federation. Any vacancy, however occurring, in any office may be filled by the Board by majority vote for the unexpired term. One person may hold two or more offices. Each Officer shall exercise the authority and perform the duties as may be set forth in the Articles or the By-laws and any additional authority and duties as the Board of shall determine from time to time. Each Officer shall serve on the Board during the year in which he or she serves as an Officer.

Section 6.02. President. Subject to the authority of the Board of Trustees, the President shall manage the business and affairs of the Federation. The President shall whenever possible preside at all meetings of the members and all meetings of the Board. The President shall see that the resolutions of the Board of Trustees and authorized committees thereof are put into effect. Except as otherwise provided herein and as may be specifically limited by resolution of the Board of Trustees or an authorized committee thereof, the President shall have full authority to execute on the Federation's behalf any and all contracts, agreements, notes, bonds, deeds, mortgages, certificates, instruments and other documents. The President shall have the authority to establish and prescribe the duties, constitution and procedures of committees as the President may from time to time deem necessary or desirable. The President shall also perform such other duties and may exercise such other powers as are incident to the Office of President and as are from time to time assigned to him or her by the Articles, the By-laws, the Board of Trustees or an authorized committee thereof.

Section 6.03. Vice Presidents. There shall be an elected Vice-President/President-Elect, and a Second Vice-President. Except as otherwise determined by the Board of Trustees, each Vice President shall serve under the direction of the President, and shall perform such duties and may exercise such powers as are incident to the Office of Vice President and as are from time to time assigned to the Vice President by the Articles, the By-laws, the Board of Trustees or an authorized committee thereof, or the President. In the absence, incapacity, inability or refusal of the President to act, the First Vice President/President Elect shall assume the authority and perform the duties of the President.

Section 6.04. Secretary. Except as otherwise provided by the By-laws or determined by the Board of Trustees, the Secretary shall serve under the direction of the President. The Secretary shall whenever possible attend all meetings of the members and the Board of Trustees, and whenever the Secretary cannot attend all meetings, such duty shall be delegated by the presiding

officer for such meeting. The Secretary shall record or cause to be recorded under the Secretary’s general supervision the proceedings of all such meetings and any other actions taken by the Board of Trustees (or by any committee of the Board in place of the Board) in a book or books (or similar collection) to be kept for such purpose. The Secretary shall upon proper request give, or cause to be given, all notices in connection with such meetings. The Secretary shall be responsible for taking minutes of any Board meeting. The Secretary shall perform such other duties and may exercise such other powers as are incident to the Office of Secretary and as are from time to time assigned to such office by the Articles, the By-laws, the Board of Trustees or an authorized committee thereof, or the President.

Section 6.05. Treasurer. Except as otherwise provided by the By-laws or the Board of Trustees, the Treasurer shall serve under the direction of the President. The Treasurer shall oversee the financial activities of the Federation, including, but not limited to, the safekeeping and custody of the Federation’s funds and securities, the maintenance, completeness, and accuracy of the books, records, and statements of account, the giving and receiving of receipts for monies, and the making of deposits of the Federation’s funds. The Treasurer shall upon request report to the Board of Trustees or members on the financial condition of the Federation. The Treasurer shall perform such other duties and may exercise such other powers as are incident to the Office of Treasurer and as are from time to time assigned to such office by the Articles, the By-laws, the Board or an authorized committee thereof, or the President.

Section 6.06. Executive Director. The Executive Director is a paid employee of the Federation and serves as an ex-officio member of the Board, without voting rights. The Executive Director is the lead professional and has the responsibility and authority to run the Federation’s day to day operations. The Executive Director is authorized to hire and terminate all staff, with input from the Personnel Committee. The Executive Director may delegate portions of his or her responsibilities to other employees where appropriate. The Executive Director shall be accountable to the Board. The Executive Director’s contract shall govern the terms and conditions of his or her employment.

ARTICLE VII

INDEMNIFICATION AND IMMUNITY

Section 7.01. Authority to Indemnify. The Federation shall indemnify, defend, and hold harmless all current and former Trustees and Officers from and against any and all liabilities, costs, and expenses incurred by them in such capacities to the fullest extent permitted by law; provided, however, that the Trustee or Officer conducted himself in good faith and reasonably believed that his or her conduct was in the best interests of the Federation (if acting in his or her official capacity), or that his or her conduct was at least not opposed to the best interests of the Federation (in all other cases), or that he or she had no reasonable cause to believe his or her conduct was unlawful (in the case of a criminal proceeding). Such indemnification should also extend to protect Trustees and Officers from lawsuits or claims made against him or her for conduct or decisions that may constitute ordinary negligence, but not for gross errors of judgment or intentional misconduct. The Federation shall also indemnify a current or past Trustee or Officer in the defense of a proceeding to which the Trustee or Officer was a party

because he or she is or was a Trustee or Officer of the Federation against all expenses actually incurred by the Trustee or Officer in connection with the proceeding, including expenses incurred when the Trustee or Officer had not been made a defendant or respondent to the proceeding. The Board of Trustees may elect to indemnify, defend, hold harmless, and advance expenses to any employee or agent of the Federation who is not a Trustee or Officer to the same extent as to a Trustee or Officer.

Section 7.02. Insurance. The Board shall cause the Federation to purchase and maintain Trustees and Officers liability insurance with a limit of two million dollars ($2,000,000) on behalf of any person who is or was a Trustee or Officer of the Federation, or is or was serving at the request of the Federation as a Trustee or Officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Federation would have the power to indemnify such person.

Section 7.03. Immunity. All current and former Trustees and Officers are immune from suit arising from the conduct of the affairs of the Federation unless their individual conduct amounts to willful, wanton or gross negligence.

ARTICLE VIII

RECORDS

Section 8.01. General. The Federation shall keep as permanent records minutes of all meetings of its members and Board of Trustees, a record of all actions taken or proposed to be taken by the members or Trustees without a meeting. The Federation shall also maintain appropriate accounting records and a record of its members. The Federation shall keep a copy of the following records at its Principal Office:

1. Current and any past Articles and all amendments thereto currently in effect as of January 1, 2011;

2. Current and any past By-laws and all amendments thereto currently in effect as of January 1, 2011;

3. Minutes of all meetings of members and records of all actions approved by the members for at least the past three (3) years;

4. A list of the full names and business and/or home addresses of current Trustees and Officers of the Federation; and,

5. The Federation’s most recent reports of each type required by law to be filed by the Federation with the South Carolina Secretary of State or other governmental entity.

Section 8.02. Form of Records. The Federation shall maintain records in written form, or when consistent with good business practices, in electronic form, if such form is capable of reasonable preservation and conversion into written form within a reasonable time.

Section 8.03. Inspection. A member is entitled to inspect and copy, at a reasonable time and location, any of the following records of the Federation if the member gives the Federation written notice or a written demand at least five (5) business days before the date on which the member wishes to inspect and copy:

1. The Articles and all amendments thereto currently in effect;
2. The By-laws or restated By-laws and all amendments thereto currently in effect;

3. Minutes of all meetings of members and records of all actions approved by the members for the past three (3) years beginning in 2011 and going forward;

4. A list of the names and business or home addresses of the Federation’s current Trustees and officers; and,

5. The most recent report of each type required to be filed by the Federation with the Secretary of State.

Additionally, a member is entitled to inspect and copy, at a reasonable time and location, any of the following records of the Federation if the member gives the Federation written notice or a written demand at least five (5) business days before the date on which the member wishes to inspect and copy, and the member’s demand is made in good faith and for proper purpose, the member describes with reasonable particularity the purpose and the records the member desires to inspect, and the records are directly connected with this purpose:

1. Minutes of all meetings of the Board of Trustees, a record of all actions taken by the Trustees without a meeting, and a record of all actions taken by committees of the Board of Trustees;

2. Accounting records of the Federation, but not including records as to other individuals' donations; and,

3. Membership list; provided, however, that such list or any part thereof may not be used without the consent of the Board of Trustees for any purpose unrelated to the member’s interest as a member, including but not limited to the list being:

1. used to solicit money or property;

2. used for any commercial purposes; or,