Proposed by-law amendments from the Council of Jewish Federations, April-July, 1994

COUNCIL OF JEWISH FEDERATIONS PROPOSED BY-LAW AMENDMENTS (As Recommended by Governance and Rules Committee - April 19, 1994) (As Recommended by CJF Executive Committee - July 14, 1994) Article III Board of Delegates Sec. 10. Quorum: Binding Financial Decisions A. At any Delegate Assembly, except as otherwise required by these by-laws, in order to constitute a quorum, there must be present at the meeting, or voting by proxy, delegates representing a minimum of both (i) at least a majority in number of the member organizations, excluding for this purpose those member organizations which are volunteer directed (i.e., do not engage a paid professional executive), and (ii) a majority of the total number of votes eligible to be cast by all member organizations. B. To take action on financial issues which will bind all member organizations, as described in Sec. 10.E of this Article III, in order to constitute a quorum, there must be present at the meeting, or voting by proxy, delegates representing a minimum of both (i) at least 60% in number of the member organizations, excluding for this purpose those member organizations which are volunteer directed (i.e., do not engage a paid professional executive), and (ii) at least 60% of the total number of votes eligible to be cast by all member organizations. Article IV Executive Committee Sec. 4. Terms of Members. The term of members of the Executive Committee shall be one year, with a maximum tenure of i | | i i six years, except for members entitled to serve under Section 3.C, Sec. 3.D, Sec. 3.G and 3.H of this Article IV with respect to whom there shall be no tenure restriction. All other members, having served the maximum number of three six terms, shall not be eligible for re-election until one year has elapsed from the expiration of the last year of service. References 3.C CVO - CJF/Canada 3.D Chairwoman, Women's Division 3.G CJF CVO 3.H Presidential Appointees \wp3\govern\amend.law Rationale Board of Delegates - Quorum Volunteer-directed communities are presently included in the quorum requirement of 50% (or 60% for binding financial issues). It is rare that they ever attend Board of Delegates meetings. Because there are 30 or more such member communities, we only make the bare minimum required. The proposal only eliminates them from the quorum count. They retain their right to participate and vote. The volunteer communities were contacted and surveyed on this issue. They have no objection. Executive Committee - Term of Members Changing the maximum term limit to six would eliminate excessive rotation/dislocation that would result from the three year maximum. While regional representatives could serve longer than two or three years, it is doubtful that this will happen given the desire of Federations to serve and their ability to create their own rules in electing their regional representatives. Thus, this change will mainly impact members-at-large. Adopted by CJF Board of Directors 9/85 Modified by new Governance Model 11/92 CIF RESOLUTIONS - PRINCIPLES AND PROCEDURES 1. CJF Resolutions - Principles A. The Board of Delegates is the ultimate policy making body of the Council of Jewish Federations. It is composed of delegates selected by member community Federations. Each year these delegates, officially named by the constituent Federations, meet to consider and act on major issues. The Board of Delegates' resolutions are the collective action of the community Federations' representatives. They are CJF's official policies. They govern the Executive Committee and the staff of the Council. They serve as recommendations and guides to the Federations. B. The resolutions adopted by the Board of Delegates should be related closely to the year-round interests of the community Federations and the continental work of CJF and its committees. C. The resolutions should be related to the underlying fact that CJF is an association of member community Federations. The Board of Delegates is composed of official delegates representing CJF's member Federations. It is not a conference of individuals. D. The CJF Review recommended that only a few resolutions on topics of prime concern to Federations, which have previously been considered in CJF forums, be brought to the Board of Delegates for action. The Resolutions Committee has endorsed and accepted this limitation to permit full and productive discussion on these major issues by voting delegates and alternates, and in the spirit of Federations' historic desire to seek consensus. 2. CJF Resolutions Procedures A. Resolutions may originate from the action and recommendations of the member community Federations of CJF, from recommendations of CJF committees or within the Resolutions Committee itself. B. Resolutions are invited in advance of the General Assembly from member community Federations. COUNCIL OF JEWISH FEDERATIONS ? 730 BROADWAY, NEW YORK, NY 10003 ? 212/475-5000 C. Except for resolutions dealing with emergency or very current developments, three weeks prior to the business meeting of the General Assembly is the deadline for submission of proposed resolutions to the Resolutions Committee, for action at the forthcoming General Assembly. D. The Resolutions Committee will review all resolutions submitted to it. It may amend or consolidate resolutions. E. The Resolutions Committee will provide a full report to the CJF Executive Committee on its actions, including both the resolutions it recommends and the proposed resolutions it does not recommend for action at the General Assembly. F. While proposed resolutions should first be submitted by individuals to their own Federations, if submission and consideration by community Federations is not possible because of time, then the proposed resolutions should be submitted to the community Federation's delegation at the Assembly. This body, if it approves the proposed resolution, may submit it to the Resolutions Committee on behalf of the community Federation. G. If at all possible, draft resolutions prepared by the Resolutions Committee shall be circulated to community Federations for local consideration, and comments by community Federations should be received by the Resolutions Committee three weeks prior to the business meeting at the General Assembly. H. The Resolutions Committee will meet at the General Assembly to review additional suggestions and to draft further proposals, and will present them to the CJF Executive Committee in accordance with the above procedures. I. During the General Assembly, opportunity will be provided for the presentation of viewpoints by community Federation representatives at the Resolutions Committee meeting, as well as at the business meeting of the Board of Delegates at the General Assembly. J. Recommended resolutions shall be circulated as early as possible for review prior to the business meeting at the General Assembly, and those resolutions will be put before the Board of Delegates for action. K. These procedures should in no way be interpreted to restrict the duty and responsibility of the Executive Committee or Board of Delegates to act between General Assemblies directly on those resolutions it feels must be issued in the interest of timeliness. L. Resolutions adopted by the Board of Delegates need not be reaffirmed at each General Assembly. They remain in force unless superseded by new resolutions. c:\wp3\resol uti\resol p&p. 793