| Founded
in 1978, the Jewish Law Association seeks to promote study and research
in Jewish Law. It provides a major interdisciplinary meeting point for
scholars and practitioners in both Law and Jewish Studies. Its membership
represents diverse religious, philosophical and intellectual perspectives,
and is drawn from many nations, from Israel to Argentina, from Canada
and the United States to Australia, from Western Europe to South Africa.
In addition to information about membership
of the Association, its officers and its constitution, this site provides conference
information; details of publications
available to members at concessionary rates (including Jewish Law
Association Studies) and an on-line, searchable library of abstracts
of articles concerning Jewish Law. Other resources include
Jewish Law courses taught in various institutions
and links to other relevant sites.
The Association has launched
in 2007 a new quarterly E-Newsletter, edited by Professor Steven Resnicoff.
The first issue (in pdf format) may be viewed, printed or downloaded here.
It includes:
- a substantial article on Jewish Legal Scholarship and the Internet
(with links)
- a list of selected recent articles on Jewish law from American Law
Journals
- a lecture outline on Jewish Law and Estate Planning; and
- details of a generous discount offer on back volumes of Jewish Law
Association Studies for paid-up members (see also the membership
page).
Future issues of
the E-Newsletter will be delivered by e-mail to paid-up members, and
will not be available on the web site.
Officers
2006-2008:
Honorary President:
Professor Nahum Rakover
Chairman of the Executive
Committee: Professor Yosef Rivlin
Vice-Chairman of the Executive
Committee: Professor Bernard Jackson
Treasurer: Larry Rabinovich
Secretary for the Diaspora:
Professor Hillel Gamoran
Secretary for Israel:
Professor Nahum Rakover
Chairman of the Publications
Committee: Professor Joseph Fleishman
Executive
Committee:
J. Bazak, M. Broyde, S. Cohn,
E. Dorff, J. Fleishman, H. Gamoran, E. Goldman, B. Jackson, R. Katzoff,
S. Passamaneck, C. Povarsky, L. Rabinovich, N. Rakover, S. Resnicoff,
Y. Rivlin, M. Wygoda.
BY-LAWS
of
THE JEWISH LAW
ASSOCIATION
A Pennsylvania
Non-Profit Corporation
Article I. Name
The name of the corporation
is The Jewish Law Association hereinafter referred to as the "Association."
Article II. Office
The Association's principal
office shall be located at such place as the Board of Trustees, from
time to time, shall determine.
Article III. Purposes
The purpose of the Association
is the promotion of scholarly research in Jewish Law, including, but
not limited to, the organization of international conferences, the dissemination
of information regarding scholarly work in progress, the publication
of works on Jewish Law, the dissemination of publications in Jewish
law to both lawyers and scholars, and the promotion of the practical
application of Jewish law.
A conference will normally
be held every two years, the conference languages being Hebrew, English
and such other languages as the speakers may choose. The Association
will seek to obtain for members the benefit of any available concessionary
terms for the purchase of scholarly publications in Jewish Law, including
conference proceedings.
The Association may engage
in such other activities as will promote its purposes.
A. Affiliation.
The Association shall be
affiliated to the International Association of Jewish Lawyers and Jurists,
the Oxford Centre for Hebrew and Jewish Studies, and such other organizations
as may be approved by the Board of Trustees.
Article IV. Membership
and Membership Meetings
Membership shall be open
to all scholars, lawyers, rabbis and others interested in Jewish law
upon payment of the annual membership fee. Each member shall be entitled
to one vote on each matter submitted to a vote of the members.
A biennial meeting of the
Members shall be held at such time and place as the Board of Trustees
shall determine. Special meetings of the Members may be called by the
Chair of the Board or the Board of Trustees. At least ten days notice
shall be given of each meeting unless the Board of Trustees determines
that there is an emergency requiring a membership meeting with less
notice. The Members present at any duly called meeting shall constitute
a quorum at such meetings.
Whatever business can be
conducted at a meeting of the Membership may be conducted through a
mail, fax, or email ballot. Notice may be sent by fax or email as well
as by mail.
Article V. Board of Trustees
A. Number, Tenure and Qualifications.
1. The number of Trustees
shall be 15, unless as the Board of Trustees shall determine that it
shall be a different number, except that there shall never be less than
three Trustees. The Officers, the chair of the Publications Committee,
and the Editor of the Association Newsletter, if any, shall be Trustees.
Additional Trustees shall be elected at the biennial regular meeting
of the Membership to serve until the next biennial regular meeting of
the Membership. Each Trustee shall hold office until his successor shall
have been elected and qualified. Any Member of the Association in good
standing is eligible for election as a Trustee.
2. A Trustee may resign
by sending a letter of resignation to the Chair of the Board or to either
Secretary of the Association. A resignation shall be effective when
received unless it specifies a later time for effectiveness. Vacancies
caused by resignation, death, disability, or removal may be filled by
election by the Board, the successor to complete the term of the Trustee
whose position on the Board has become vacant.
3. A Trustee may be removed
by a resolution of the Board of Trustees, on the ground that the Trustee
has been declared of unsound mind by a final order of court, convicted
of a felony, been found by a final order or judgment of any court, civil
or criminal, to have breached a fiduciary duty toward any person or
entity, or been found by the resolution of the Board of Trustees to
have neglected his or her duties on this Board by failure to attend
meetings or otherwise, without reason adequate to the Board.
4. A Trustee shall not be
compensated for service as a Trustee, although upon a resolution of
the Board, or under its general policies, a Trustee may be compensated
for reasonable expenses in connection with service as a Trustee. This
restriction does not prevent a Trustee from being compensated for service
in another capacity on behalf of the Association.
B. Powers
Subject to any limitation
imposed by law, the Articles of Incorporation, or these By-Laws, the
activities and affairs of the Association shall be conducted and managed
under the direction of the Board of Trustees. Without prejudice to its
general powers and subject to the same limitations, the Board shall
have the following powers:
1. To select and remove
all agents and employees of the Association, prescribe powers and duties
of all officers, agents and employees of the Association, as may not
be inconsistent with law, the Article of Incorporation or these By-Laws,
and, where it deems it to be appropriate, require from them security
for faithful service.
2. In case of a vacancy
in the office of any officer of the Association, to elect a successor
to serve the remainder of that officer's term in office.
3. To adopt and use a corporate
seal.
4. To open, maintain, and
change such bank accounts and brokerage accounts in the name the Association
as the Board may deem appropriate for the conduct of the business of
the corporation. To invest funds in bank deposits, stocks, bonds, and
other securities, and in any other lawful investment deemed by the Board
of Trustees to be appropriate for the fulfilment of the purposes of
the Association. To borrow money and incur indebtedness for the purposes
of the Association, and to cause to be executed and delivered therefor,
in the Association's name, promissory notes, bonds, debentures, deeds
of trust, mortgages, pledges, hypothecations or other evidence of debt
and securities therefor.
5. To distribute funds for
the purposes of the Association as set forth in Article III of these
By-Laws.
C. Meetings
1. Regular and Special meetings
of the Board may be held at any place designated from time to time by
resolution of the Board. In the absence of such a designation, meetings
shall be held in conjunction with the Biennial Meeting of the membership
of the Association. Any meeting, regular or special, may be held by
conference telephone or similar communication equipment, and all such
Trustees shall be deemed to be present in person at the meeting.
2. The Board shall hold
an Annual Meeting for the purpose of organization, selection of directors
and officers and the transaction of other business. The initial Annual
Meeting shall be held within ten days of the date of incorporation.
Thereafter, the Annual Meeting shall be held on the first Monday of
February at 10:00 a.m., local time, unless otherwise set by resolution
of the Board.
3. Notice of all meetings
shall be delivered personally, by telephone, facsimile, or email to
each Trustee, no less than 48 hours before the scheduled start of the
meeting, or sent by first class mail, at such Trustee's address as is
shown on the records of the Association, no less than seven (7) days
before the scheduled start of the meeting. Notice shall specify the
date and time of the meeting and, unless the meeting is to be held at
the principal office of the Association, the place of the meeting.
4. The Trustees present
at a duly noticed meeting shall constitute a quorum for the transaction
of business, except to adjourn as is provided in Section C-6 of this
Article V. Where a meeting occurs in person, a director may be present
via telephone, which shall constitute presence for the purpose of a
quorum. Every decision made by a majority of the Trustees present at
a meeting at which a quorum is present shall be regarded as the act
of the Board, unless a greater number be required by law or by the Articles
of Incorporation or by these By-Laws. A meeting at which a quorum is
initially present may continue to transact business notwithstanding
the withdrawal of Trustees, if any action is approved by at least a
majority of the required quorum for such meeting.
5. The transactions of any
meeting of the Board, however called and noticed, shall be valid as
though had at a meeting duly held after regular call and notice if a
quorum be present and if, either before or after such meeting, each
of the Trustees not present sign a written waiver of notice, a consent
to hold such meeting, or an approval of the minutes of the meeting.
Notice of a meeting shall also be deemed given to any Trustee who attends
the meeting without protesting, before or at its commencement, the lack
of notice to such Trustee.
6. A majority of the Trustees
present, whether or not a quorum is present, may adjourn any Trustees'
meeting to another time and place. Notice of the time and place of holding
an adjourned meeting shall be given to any Trustee not present if the
meeting be adjourned for more than 48 hours.
7. Any action required or
permitted to be taken by the Board may be taken without a meeting, including
by mail or electronic mail, upon due notice to all members of the Board,
unless any shall object in a timely manner as determined by the Board.
Such action shall be deemed action at a meeting of the Board.
D. Right of Inspection
Every Trustee shall have
the absolute right at any reasonable time to inspect and copy all books
and documents of every kind and to inspect the physical properties of
the Association.
E. Committees
The Board may from time to
time create standing or special committees, including an Executive Committee,
and delegate to each committee such duties and such authority as the
Board deems appropriate, except that the Board may not delegate to a
committee the approval of any action for which Pennsylvania law requires
approval of the majority of all Trustees. If the Board creates an Executive
Committee, the Executive Committee shall have all powers to act for
the Board between meetings of the Board, reporting to the Board on any
action that it has taken so that the Board, if it deems it proper, may
overrule that action prospectively. Unless the resolution authorizing
the creation of a committee provides otherwise, committee members shall
be appointed by the Chair of the Board from among the Trustees or from
outside the Trustees as the Chair of the Board deems appropriate. Committees
shall report their actions to the Chair of the Board and to the Board.
Article VI. Officers
A. General
The officers of the Association
shall be and Honorary President, a Chair of the Board, a Secretary for
Israel, a Secretary for the Diaspora, and a Treasurer. The Board may
also create from time to time the offices of one or more vice chair,
Assistant-Secretary, Assistant- Treasurer and such other officers as
may be elected or appointed in accordance with this Article. Any number
of offices may be held by the same person except that neither a Secretary
nor the Treasurer may serve concurrently as the Chair of the Board.
B. Election, Removal, Resignation,
and Vacancies
1. Officers shall be elected
by the Membership at the Biennial Meeting of the Association and shall
serve at the pleasure of the Board, and shall hold their respective
offices until their resignation, removal or other disqualification,
or until their respective successors shall be elected. Any officer may
be reelected to his or her office except that the Honorary President
and the Chair of the Board shall be eligible for reelection to their
respective positions once only unless another person serves as Chair
of the Board in the interim.
2. Any Officer may be removed,
either with or without cause, by a majority vote of the Trustees at
a duly constituted meeting of the Board, but without prejudice to the
rights, if any, of the officer under any contract of employment. Any
officer may resign at any time by giving written notice to either Secretary
or the Chair of the Board. Any resignation shall take effect at the
date of the receipt of notice or at any later time specified in the
notice, and, unless otherwise specified in the notice, the acceptance
of the resignation shall not be necessary to make it effective.
3. A vacancy in any office
shall be filled by the Board as the vacancy occurs, except that, should
a vacancy occur in the office of the Chair of the Board, it shall be
filled by the vice-chair, should the office of vice-chair be created
by the Board.
C. Honorary President
An Honorary President shall
be elected at each biennial conference of the Association to serve until
the next conference. An Honorary President may be reelected.
D. Chair of the Board
The Chair of the Board shall
preside over all meetings of the Board, and shall exercise and perform
such other powers and duties as from time to time may be assigned by
the Board. The Chair of the Board is the general manager and chief executive
officer of the Association and has, subject to the policies and control
of the Board, general supervision, direction and control of the business,
affairs, officers, and employees of the Association and the general
powers and duties of management usually vested in the office of president
and general manager of a corporation. In the absence of the Chair of
the Board, the vice chair, if any, shall preside at all meetings of
the Board. In the absence of the Chair of the Board and if there be
no vice chair or no vice chair is present, the Trustees present shall
elect a chair of the meeting pro tem.The Chair of the Board shall have
such other powers and duties as may be prescribed by the Board.
The Chair of the Board shall
make an annual report to the Trustees, containing the following information
in reasonable detail: (a) the assets and liabilities of the Association
as of the end of the fiscal year; (b) the principal changes in assets
and liabilities during the fiscal year; (c) the revenue or receipts
of the Association, both unrestricted and restricted to particular purposes,
for the fiscal year; (d) the expenses, disbursements, and distributions
of the Association, for both general and restricted purposes, during
the fiscal year; (e) any transaction(s) in which the Association was
a party and in which any Trustee or officer of the Association had any
direct or indirect material financial interest, provided that a mere
common Trusteeship shall not be considered to be a material financial
interest; and (f) any indemnification or advances paid during the fiscal
year to any officer or Trustee pursuant to Article VIII.
E. Vice Chair(s)
Should the Board authorize
the office of Vice-Chair, in the absence or disability of the Chair
of the Board, the Vice-Chair shall perform all the duties of the Chair
of the Board and, when so acting, shall have all the powers of, and
be subject to all the restrictions upon, the Chair of the Board. Should
the position of Chair of the Board become vacant, the vice chair shall
become Chair of the Board of the Association. Should the Board authorize
the office of more than one Vice-Chair, the Board shall designate which
of the Vice-Chairs shall assume the duties of the Chair of the Board
should that position be vacant or should the Chair of the Board be absent
or disabled. In the absence of such designation, the most senior Vice-Chair
in office shall assume the duties of the Chair of the Board should that
position be vacant or should the Chair of the Board be absent of disabled.
The Vice-Chair(s) shall have such other powers and perform such other
duties as from time to time may be prescribed by the Board or the Chair
of the Board.
F. Secretary for Israel and
Secretary for the Diaspora
The Secretary for Israel
and the Secretary for the Diaspora shall each keep or cause to be kept,
at the principal office of the Association in each location, or such
other place as the Board may order, the minutes of all meetings of the
Board, and of committees of the Association, the time and place of holding,
the notice thereof given, the names of those present, and the proceedings
thereof. Each Secretary shall also keep, or cause to be kept, the original
or a copy of the Association's Articles of Incorporations and By-Laws,
as amended to date, and of all other significant documents of the Association,
including but not limited to a record of the Association Trustees, giving
their names and addresses.
Each Secretary shall give,
or cause to be given, to the members or Trustees in their respective
areas, notice of all meetings of the Membership and of Board, and shall
have such other powers and perform such other duties as may be prescribed
by the Board or by the Chair of the Board.
G. Treasurer
The Treasurer shall keep
and maintain, or cause to be kept and maintained, adequate and correct
accounts of the properties, monies, and other valuables, and the business
transactions of the Association. The books of account shall at all times
be open to inspection by any Trustee.
The Treasurer shall deposit
all monies in the name and to the credit of the Association with such
depositories as may be designated by the Board, shall disburse the funds
of the Association as may be ordered by the Board, and shall render
to the Chair of the Board and the Trustees, whenever they request it,
an account of all his or her transactions as Treasurer and of the financial
condition of the Association. The Treasurer in conjunction with the
Chair of the Board shall prepare the annual budget of the Association
and present it to the Board for its approval. The Treasurer shall present
a financial report to the Board, as the Board shall direct, but no less
than annually. The Treasurer shall also see that the books of account
of the Association are reviewed annually by an outside accountant and
shall present the results of the review to the Board. The Treasurer
shall have such other powers and perform such other duties as may be
prescribed by the Board or the Chair of the Board.
H. Assistant Secretary or
Treasurer
The Assistant-Secretary and
the Assistant-Treasurer, if any are authorized by the Board, shall have
such powers and perform such duties as may be prescribed by the Board
or the Chair of the Board.
I. Nominations Committee.
The Chair of the Board shall
appoint a Nominations Committee to nominate persons to be officers of
the Association and Trustees elected at large. The Nominations Committee
shall publicly present its nominees no later than second day of the
Biennial Conference of the Association, but preferably distributed in
advance to the Membership in the Newsletter or in other written form.
Nomination by the Nominations Committee does not guarantee election.
Additional nominations may be made by any member in good standing from
the floor at the regularly constituted Association Biennial Meeting
as a part of the elections process.
Article VII. Fiscal Year
The fiscal year of the Association
shall be January 1 through December 31 of each year.
Article VIII. Indemnification
A. Definitions
For the purposes of this
Article VIII, "agent" means any person who is or was a Trustee,
officer, employee or other agent of the Association; "proceeding"
means any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative; and "expenses"
includes without limitation attorneys' fees and any expenses of establishing
a right to indemnification under this Article.
B. Indemnification
The Association shall have
power to indemnify any person who was or is a party or is threatened
to be made a party to any proceeding (other than an action by the Association
to procure a judgment in its favor) by reason of the fact that such
person is or was an agent of the Association, against expenses, judgment,
fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding if, within the judgment of the Board,
such person acted in good faith and in a manner such person reasonably
believed to be in the best interests of the Association, and, in the
case of a criminal proceeding, had no reasonable cause to believe that
the conduct was unlawful. The termination of any proceeding, judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which the person reasonably
believed to be in the best interests of the Association or that the
person had reasonable cause to believe that the person's conduct was
unlawful. No indemnification under this Article shall be made except
upon resolution of the Board of Trustees of the Association that, in
its judgment, the person acted in good faith and in a manner such person
reasonably believed to be in the best interests of the Association,
and, in the case of a criminal proceeding, had no reasonable cause to
be believe that the conduct was unlawful.
C. Insurance
The Association shall have
the power to purchase and maintain insurance on behalf of any and all
agents of the Association against any liability and expenses asserted
against or incurred by the agent in such capacity or arising out of
the agent's status as an agent, whether or not the Association would
have the power to indemnify the agent against such liability or expenses
under this provisions of this Article, provided, however, that the Association
shall have no power to purchase and maintain such insurance where it
violates the law of Pennsylvania.
Article IX. Miscellaneous
Provisions
A. Endorsement of Documents
and Contracts
Unless authorized by the
Board, no officer, agent, or employee shall have any power or authority
to bind the Association to any contract or engagement or to pledge its
credit or to render it liable for any purpose or amount. However, subject
to the provisions of applicable law, any contract, conveyance, note,
mortgage, evidence of indebtedness or other instrument and any assignment
or endorsement thereof executed or entered into between the Association
and any other person, when signed by the Chair of the Board, or any
Vice-Chair and either Secretary, any Assistant-Secretary, the Treasurer
or any Assistant-Treasurer of the Association shall be valid and binding
upon the Association in the absence of actual knowledge on the part
of the other person that the signing officers had no authority to execute
the same.
B. Voting of Shares of Other
Corporations
The Chair of the Board or
any other officer or officers authorized by the Board or the Chair of
the Board are authorized to vote, represent and exercise on behalf of
the Association all rights incident to any and all shares of any other
corporation standing in the name of the Association. The authority herein
granted may be exercised either by any such officer in person or by
any other person authorized so to do by proxy or power of attorney duly
executed by the officer.
C. Construction and Definition
Unless the context otherwise
requires, the general provisions, rules of construction and definition
contained in the laws of Pennsylvania pertaining to non-profit corporations
shall govern the construction of these By-Laws.
Article X. Amendment
These By-Laws may be amended
or repealed by the approval of a majority of the Trustees present at
a meeting of the Board at which a quorum is present, provided that the
notice of the meeting include notice that amendment or repeal of the
By-Laws is on the agenda distributed in advance. Provided that, these
By-Laws may be amended at the General Meeting of the Membership at the
Biennial Conference, provided that notice of amendments shall be given
to all members in writing, no less than two months prior to the General
Meeting together with the names of the proposer and the seconder.
IX. Dissolution
Upon Dissolution of this
corporation, all assets shall be conveyed to a not-for-profit corporation
which is approved by the Internal Revenue Service under Section 501(c)(3).
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