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September 01, 1989 - Image 39

Resource type:
Text
Publication:
The Detroit Jewish News, 1989-09-01

Disclaimer: Computer generated plain text may have errors. Read more about this.

(3) The Chairman of each Budgeting and Planning Division, the Chairman of the Conference of Division Chairmen, the Chairman/Chairmen of the Allied Jewish Campaign, the Chairman of the JWF/
UJC Endowment Fund, the Chairman of the Leadership/Human Resources Development Committee and the Chairman of the Personnel Committee. The Chairman of each of these committees
shall be selected from the members of the Board of Governors.

(4) The President of the United Jewish Charities of Detroit and the Women's Division of the Federation. In the event that any of the Presidents of the United Jewish Charities of Detroit and the
Women's Division of the Federation are officers of the Federation, the Board of Governors shall designate so many additional members to the Executive Committee as will make up the full number
thereof as contemplated in this Section 1.

(5) Former Presidents of the Federation and retiring Chairmen of the Executive Committee for a term of three years after the termination of their respective terms as President or Executive
Committee Chairman.

(6) Honorary members designated by the Board of Governors, from time to time, in recognition of meritorious service rendered to the Federation.

(7) Ad hoc committee Chairmen of the Federation as may be invited to participate in the Executive Committee during the tenure of the activity of their committee at the discretion of the President of
the Federation; such participation will be as a guest with no voting privileges.

(b) The members of the Executive Committee selected by the Board under the aforesaid item (a)(2) of Section 1 shall be limited to three consecutive terms of one year each on the Executive Committee in this
capacity. After a member of the Executive Committee has served three consecutive one- year terms, the member shall not be eligible for reappointment until one year has elapsed from the expiration of the last term.

(c) An individual may serve as a member of the Executive Committee only as long as he or she is a member of the Board of Governors.

(d) The Executive Committee shall elect one of its members as the Chairman thereof.

(e) Special meetings of the Executive Committee may be called at the discretion of the Chairman of the Executive Committee, or shall be called by the Chairman of the Executive Committee upon written notice
of not less than five members of the Executive Committee directed to the Chairman of the Executive Committee stating in detail the purpose or purposes thereof.

(f) The Executive Committee shall have and may exercise between meetings of the Board of Governors the authority of the Board of Governors in the management of the business of the Federation except as
otherwise determined by the Board and except as prohibited by law. The Board of Governors may delegate to the Executive Committee such additional powers of administration and management as it may deem
necessary from time to time. Any actions taken by the Executive Committee shall be reported to the Board of Governors at its next meeting.

Section 2, Nominating Committee, Not less than ninety days prior to each annual meeting, the President of the Federation shall appoint a Nominating Committee of five members of the Board of Govemors
whose terms do not expire at the date of the said meeting.

Section 3, Standina and Ad Hoc Committees,

(a) The Federation shall have the following standing committees:

(1)
(2)
(3)
(4)

Personnel and Management.
Nominating.
Israel and Overseas Relationships.
Leadership Development.

(8) Community Services.
(9) National and Community Relation's Agencies.
(10) Allied Jewish Campaign.

(5) Conference of Division Chairmen.
(6) Capital Needs.
(7) Culture and Education.

(b) The President shall appoint such ad hoc committees as the Board of Governors from time to time shall direct, each of which shall exercise such power and perform such functions as the Board may
designate. The Board of Governors shall have the authority to create or abolish committees from time to time with the exception of those committees set forth in the bylaws.

(c) The members of the standing and ad hoc committees shall be selected from the membership of the Federation by the President. The Chairman of the standing and ad hoc committees shall be selected from
the membership of the Board of Governors by the President.

Section 4. Quorum, The presence of a majority of the members of a committee shall constitute a quorum for the transaction of business at any committee meeting.

Section 5. Notice, Notice of the meetings of the committees herein provided for shall be given to the members thereof in such manner as each committee may determine.

ARTICLE V -OFFICERS

Section 1, Officers, The officers of the Federation shall consist of a President, no more than five Vice Presidents, a Treasurer and a Secretary and an Executive Vice President (who will also serve as Execu-
tive Secretary), all of whom shall perform the usual services appertaining to their respective offices, and such other functions as may from time to time be designated by the Board of Governors.

Section 2, Nomination of Officers, Not less than forty-five days prior to the annual meeting, the Nominating Committee shall present to the Board of Governors the names of individuals to fill officer positions.

Section 3, Election of Officers, The President, Vice Presidents, Treasurer and Secretary shall be elected following the annual meeting for terms of one year. A member of the Board who has served three
consecutive terms as President shall not be eligible for reelection as President until one year has elapsed from the expiration of such last term. A member of the Board who has served six consecutive terms as Vice
President, Treasurer and/or Secretary shall not be eligible for reelection as Vice President, Treasurer or Secretary until one year has elapsed from the expiration of such last term.

Section 4, Executive Vice President, The Board of Directors shall elect an Executive Vice President who, subject to the control of the Board of Governors, shall administer the business of the Federation and
be responsible to the Board of Governors for the execution of the policies thereof.

Section 5. Successor to President, If the President of the Federation resigns, dies or is incapacitated while in office, the Chairman of the Executive Committee shall serve in the capacity of President until the

next annual meeting.

Section 6. Removal of Officers, If any officer of the Federation shall neglect or fail to perform the duties of his or her office, he or she may be removed from his or her office by the affirmative vote of three-
quarters of the members of the Board of Governors present and voting.

Section 7, Vacancies, Vacancies in the offices of the Federation shall be filled by the Board of Governors.

ARTICLE VI - INDEMNIFICATION

Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the
fact that he or she is or was a member of the Board of Governors, director, officer, committee member, employee or agent of the Federation, or is or was serving at the request of the Federation as a director, officer,
committee member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding in the manner and to the full extent permitted by Michigan law. The indemnification provided hereunder shall
continue as to a person who has ceased to be a member of the Board of Governors, director, officer, committee member, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such
person. The words "employee" or "agent" as above used shall include, without limitation, any person who is, or may be deemed to be or have the status of a member of the Retirement and Insurance Committee, an
administrator or fiduciary under any employee welfare benefit plan or employee pension plan acting on behalf of the Federation. The words "action, suit or proceeding" as above used shall include actions by third parties
as well as actions by or in the right of the Federation. The Federation may purchase and maintain insurance on behalf of any person comprising the class of persons intended to be indemnified under the preceding
paragraph in the manner and to the full extent permitted by Michigan law.

ARTICLE VII - MISCELLANEOUS

Section 1, Bonding, All officers and members of the Board of Governors of the Federation who shall be authorized to sign checks on the Federation's funds shall furnish bonds, at the expense of the
Federation, in such amounts as may from time to time be determined by the Board of Governors.

Section 2. Notice to Members, Notice to the members of the Federation shall be by mail or by publication in an English-language Jewish periodical in the metropolitan Detroit area (or if no such periodical
exists, by publication in a newspaper of general circulation in the metropolitan Detroit area).

ARTICLE VIII - AMENDMENT TO BYLAWS

)

Section 1, Amendments, These Bylaws may be altered, amended or repealed and new ones enacted by the vote of two-thirds of the members of the Federation present at any meeting of the members, in
the notice for which the substance of the proposed alteration, amendment, repeal or enactment has been set forth.

Peter M. Alter
Maurice S. Binkow

BYLAWS COMMITTEE

JEWISH WELFARE FEDERATION

Stuart E. Hertzberg, Chairman

Conrad L. Giles, M.D., President
Martin S. Kraar, Executive Vice-President

Ruth K. Broder
Hon. Avern L. Cohn

Dennis S. Kayes
Marvin R. Novick

163 Madison Avenue • Detroit, Michigan 48226-2180 • (313) 965-3939

THE DETROIT JEWISH NEWS

39

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