Approved 7/21/17

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CHAPTER I. Secretariat 
 

The Secretary of the Men of Reform Judaism (MRJ) shall be the Secretary of the Convention and of the Executive Council (the EC).

• He shall record all votes and the minutes of all meetings of the Convention and the Executive Council. He shall have custody of all records, affiliate lists, instruments, papers and documents which shall be kept at such place as the EC may, from time to time, designate.  He shall give such written notice of all meetings of the Convention and EC as may be required by the Constitution.  

• The EC and Management Committee (MC) may designate certain portions of its minutes as executive, and may also require that those portions shall be maintained only as a permanent record and not disseminated, or that no record of those minutes be maintained.       

• The Secretary shall keep accurate, permanent records of the proceedings of all standing committees. 
   

CHAPTER II.  Personnel 
 

SECTION 1. The EC shall appoint all personnel, after consultation with the Management Committee.  The EC shall also fix the compensation of said personnel.  In the event an appointment must be made between meetings of the EC; the MC may appoint other personnel who may serve as such until confirmed at the next meeting of the EC. 

SECTION 2. All employees of MRJ shall perform such duties as may be assigned to them by the, MC and the officers.

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CHAPTER III. Finances
 

SECTION 1. The Treasurer shall be the chief financial officer.  Checks shall be issued only when presented with vouchers approved either by the President, the First Vice President, the Treasurer, an Assistant Treasurer, a Vice President who is a member of the Financial Affairs Committee, providing, that any such vouchers shall have noted there on the budgetary authority therefore.

• For regularly budgeted expenses, voucher approvals must be obtained from any two of the following officers: The Treasurer, the 1st Vice President or President.

• For unbudgeted expenses up to $10,000, voucher approvals must be obtained from the MC.
   

SECTION 2. The President and Treasurer shall designate all banks for deposit of funds with the approval of the EC.

1. Upon receipt of a payment voucher approved by a member of MRJ’s Management Committee, all checks, drafts other instruments or withdrawals shall be signed or approved, electronically or in writing, by a designee or member of the MRJ Management Committee.  
    

SECTION 3. The EC shall have the authority to borrow, lend, or pledge the funds of MRJ for executing the purposes of MRJ.  Any such action shall require a certification of necessity by the President and the assent of either the First Vice President or the Treasurer and the ratification of the Management Committee prior to such action.  The authority granted herein shall not exceed $75,000.00 per year.

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CHAPTER IV. Fiscal Year, Financial Examinations and Budget

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SECTION 1. The fiscal year shall end on December 31.
 

SECTION 2. The EC may engage a peer reviewed certified public accounting firm to examine the books and records of MRJ, to render an opinion on its financial statements in accordance with generally accepted auditing standards promulgated by the American Institute of Certified Public Accountants.
 

SECTION 3. The EC shall approve an annual budget prior to the beginning of each fiscal year.

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CHAPTER V. Government of the Convention and Meetings of THE EC
 

SECTION 1. Each affiliate man participating in the Convention (“Registrant”) must register and pay the registration fee fixed by the EC to be entitled to one vote be they in attendance physically or remotely.
 

SECTION 2. Representation at The Convention

Voting at the Convention or meetings of the EC, shall be by voice vote, a show of hands, electronic vote or any combination thereof at the discretion of the presiding officer, provided however, that a roll call vote or a vote by secret ballot may be required upon the vote of at least thirty five percent (35%) of the registrants.
 

SECTION 3.    

1. The presiding officer of the Convention shall have the right to require any person desiring to vote upon any question to exhibit his registration receipt.

2. Official representation from not less than fourteen (14) paid Registrants having the right to vote and in attendance physically or remotely shall constitute a quorum for the transaction of Convention business. No action requiring a vote may be taken in the absence of a quorum.

3. Fourteen (14) members of the EC having the right to vote and in attendance physically or remotely at any duly convened meeting of the EC shall constitute a quorum.  No action requiring a vote may be taken in the absence of a quorum.
    

CHAPTER VI. Notice to Individuals and Entities
 

Whenever notice is required to be given to an individual   person (member of EC) pursuant to MRJ’s Constitution or its By-Laws, said notice may be given by mail, e-mail, other electronic means or fax, where such address or fax number is available, and may also be posted to the MRJ website (if available), unless otherwise set forth in either the Constitution or the By-Laws.

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CHAPTER VII.Resolutions
 

SECTION 1. Resolutions to be voted upon at a Convention may be submitted either by an affiliate or the EC. All such resolutions submitted to the Convention shall bear a designation of the affiliate submitting it or as an EC resolution. All resolutions shall be submitted to the Resolutions Committee, which shall make a recommendation to the EC for their approval or disapproval.  The EC shall vote to submit or not to submit the resolution to the Convention, except that any resolution submitted pursuant to Section 2, which the EC votes to disapprove, shall be submitted to the Convention and the presiding officer at the Convention shall state that it has done so with the recommendation of the EC, that it not be approved.
 

SECTION 2. Any resolution to be presented for consideration at a Convention, except as set forth in Section 3, shall be submitted either by mail, e-mail, other electronic means or fax, where such address or fax number is available not less than forty-five (45) days next preceding the Convention to the office of MRJ and copies thereof shall be sent to each affiliate and the EC at least forty-five (45) days before the Convention.
 

SECTION 3. A resolution presented for submission to the Convention after the expiration of the period set forth in Section 2 above, shall be submitted in writing either by mail, e-mail, other electronic means or fax to the Chairman of the Resolutions Committee, which committee shall review such resolution and submit it to the EC with its recommendation. The EC must approve same by an affirmative vote of not less than two-thirds (2/3) of the members present and voting, for the resolution to be presented to the Convention. Such resolutions shall be submitted to the Convention at the next plenary session immediately following the aforementioned session of the EC.
 

SECTION 4. The EC shall have authority to pass resolutions at  EC meetings, which shall be designated as resolutions of the EC of MRJ, only provided however (i) that the subject matter of the resolution is not contrary to any resolution or action previously adopted or taken by a prior Convention; (ii) and must be adopted by a two-thirds (2/3) majority of those voting; (iii) and that said resolution shall not be binding on affiliates; and (iv) that copies of said EC resolutions shall be sent to each affiliate.
 

SECTION 5. The MC shall also have authority to pass resolutions at its meetings, which shall be designated as resolutions of MRJ, provided however that (i) the subject matter of the resolution is not contrary to any resolution or action previously adopted or taken by a prior Convention; (ii) a quorum of three (3) MC members are needed to vote;  (iii) the resolution is adopted by a majority of those MC members voting; (iv) said resolution shall not be binding on affiliates; and (v) copies of said MC resolutions shall be sent to each affiliate.
 

SECTION 6. No resolution shall be adopted without prior consultation with the chair of the board of trustees of URJ or the president of URJ or their designated representatives (ARTICLE XV – Section 5 of the URJ By-Laws).

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CHAPTER VIII. Rules of Order
 

The meetings of the Convention, conferences, meetings of the EC of MRJ, and of its committees shall be governed by Robert's Rules of Order, as revised, unless otherwise provided in the Constitution or these By-Laws.

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CHAPTER IX. Amendments
 

SECTION 1. These By-Laws may be amended at any meeting of the EC of MRJ by an affirmative vote of not less than two thirds (2/3) of those in attendance physically or remotely and voting provided notice of such amendments shall have been given to each of the members of said EC of MRJ not less than 30 days prior to said meeting.  Alternatively, these By-Laws may be amended, upon prior written notice of no less than 30 days, at any meeting of the Convention by a majority vote of the Registrants.
 

SECTION 2.     

1. Proposed amendments by the EC shall be submitted by any member of the EC to the office of MRJ and the Chairman of the Constitution and By-Laws Committee at least 60 days prior to the EC meeting, and shall be sent by the Chairman of the Constitution and By-Laws Committee (by the office of MRJ) to the members of the EC not less than 30 days prior to the meeting of MRJ at which such amendment will be submitted for vote.

2. Alternatively, proposed amendments may be submitted to the Convention by a resolution of the EC or of an affiliate. Said resolution shall be sent to the office of MRJ and the Chairman of the Constitution and By-Laws Committee at least 60 days prior to the Convention.  A copy of the resolution shall be sent in writing either by mail, e-mail, other electronic means or fax by the Chairman of the Constitution and By-Laws Committee (by the office of MRJ) to all affiliates not less than 30 days prior to said Convention. 
    

SECTION 3. Any provision of these By-Laws may be suspended at a

1. regular or special meeting of the EC, upon an affirmative vote of not less than three-quarters 75% of the members of the EC present and voting thereon, or

2. Convention upon an affirmative vote of not less than two-thirds 2/3 of the Registrants present and voting thereon.  Said suspension shall only be in effect for the EC meeting or Convention at which said suspension is proposed and approved.
    

CHAPTER X. Cooperation with the URJ
 

These By-Laws incorporate by reference Article XV of the By-Laws of the URJ.  If there is any conflict between said Article XV and any other provision or provisions of the Constitution or By-Laws of MRJ, the provisions of said Article XV shall govern and control.

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CHAPTER XI. Saving Clause
 

All resolutions and motions heretofore approved and adopted pursuant to the prior By-Laws of NFTB and/or MRJ, by any prior National Board (NB) or Executive Council (EC) or Board of Trustees (BT) are hereby approved, ratified, and confirmed and shall remain in full force and effect until hereafter modified or terminated by action taken by the EC of MRJ.

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