Masorti Olami By-laws

World Council of Conservative Synagogues, Inc./Masorti Olami

By-Laws

(Adopted April 26, 2010; Effective May 2, 2010)

I – NAME

The World Council of Conservative Synagogues, Inc. is a not for profit corporation established under the laws of the State of New York and has functioned as such since 1957.  Its work is conducted under the general name “World Council for Conservative/Masorti Judaism (Masorti Olami) or in Hebrew:  מסורתי עולמי.

II – MISSION

The World Council for Conservative/Masorti Judaism (Masorti Olami) builds, renews and strengthens Jewish life by building the Masorti movement throughout the world, with efforts that focus on existing and developing communities in Europe, Latin America, the Former Soviet Union, Africa, Asia and Australia.  Masorti Olami is the umbrella body of its synagogue members, and serves as the overall framework for support of Masorti youth activities known as “Marom” and “Noam” and young adult activities in the countries in which it is active.

In carrying out its mission, Masorti Olami acts to advance the interests and principles of Masorti Judaism.  All of its activities are conducted within the context of the overall Conservative/Masorti movement, in close cooperation with our brothers, sisters and affiliated organizations in North America and Israel.  It works with all other arms of the Conservative/Masorti movement to be an effective spokesperson for Masorti Judaism by emphasizing  the study of Torah, in the fullest sense, and the transmission of its principles from generation to generation; the unity of the Jewish people, and fostering ties between Jews wherever they live; the centrality of the synagogue in the life of the Jewish people; the importance of maintaining a centrist, dynamic Jewish practice based on halacha and mitzvot; grounded in Jewish knowledge and observance; reflecting a love of tradition; and embracing modernity and the positive aspects of change; the centrality of Israel and the knowledge and use of the Hebrew language in the life of the Jewish people; the values of egalitarianism, pluralism, tolerance and democracy in the development of Jewish tradition; and cooperation among religious streams that respects the principles of each stream within the framework of Jewish belief.  Masorti Olami engages in outreach to communities outside of Israel, where the movement is served by the Masorti Movement (Israel) and outside of communities in North America, where they are served by the United Synagogue for Conservative Judaism; and supports efforts to organize new kehillot, havurot and minaynim committed to Masorti Judaism; and to train religious and lay leadership needed to realize its objectives.
Masorti Olami is an International Jewish Organization within the World Zionist Organization (WZO) and subscribes to the Jerusalem Program of the WZO, in its present form and as it may hereafter be amended or superseded by action of the World Zionist Congress or the Zionist General Council.  All Masorti Olami officers and members of the Board of Directors shall have subscribed to the Jerusalem Program.

III – MEMBERSHIP

Masorti Olami members are (a) congregational affiliate members; (b) regional/national coordinating body members; and (c) individual/development members.  All members of Masorti Olami are expected to abide by the policies and practices of Masorti Olami.  All Masorti Olami members, including those individuals who are officers or Board members of any regional/national coordinating body, are expected to subscribe the Jerusalem Program of WZO.

a.  Kehillot, havurot, or minyanim which adhere to the principles of Masorti Judaism and accept halakhic principles as expressed by the decisions of the Masorti rabbinate may apply for membership in Masorti Olami as congregational affiliate members.  Those kehillot, havurot, and minyanim that are identified by Masorti Olami as constituent entities as of the date of these by-laws, shall continue to be recognized as congregational affiliate members.  In all other cases, the kehilla, havura, or minyan shall submit an application for affiliation to the applicable regional/national coordinating body for review and approval, or if there is no such body, for review and approval by the Executive Director of Masorti Olami.  Decisions as to acceptance of congregational affiliate members are subject to ultimate review and approval by the Executive Operations Committee of Masorti Olami.

b.  In any country where there are three or more congregational affiliate members, the congregational affiliate members shall establish a national Masorti coordinating body in order to coordinate the activities of the Masorti movement and promote the mission of Masorti Olami.  In addition, national Masorti coordinating bodies shall, with the approval of the Executive Operations Committee of Masorti Olami, establish a comparable regional coordinating body.  All such bodies are “regional/national coordinating body” members of Masorti Olami.  The regional/national coordinating bodies that are identified by Masorti Olami as constituent entities as of the date of these by-laws shall continue to be recognized as regional/national coordinating members.  New regional/national coordinating members will be recognized by decision of the Executive Operations Committee, following consultation with and receipt of recommendation from any applicable regional coordinating body.   A national or regional coordinating body may pursue programs to benefit its constituents, provided that these may not be at variance with the principles established by Masorti Olami and are consistent with the Rabbinic placement policies of the International Rabbinical Assembly and the halakhic practices of the Conservative/Masorti movement.

c.  In a geographic area where there is no Masorti kehilla, havura, or minyan an individual may apply for individual/development membership.  Such applications shall be made to the applicable regional/national coordinating body for review and approval, or if there is no such body, for review and approval by the Executive Director of Masorti Olami.  An individual/development member will be expected to work for the development of a Masorti kehilla, havura, or minyan in his or her locality, wherever possible.

The Executive Operations Committee of Masorti Olami may establish further procedures and requirements for membership, not inconsistent with the foregoing.

IV- GOVERNANCE

Governance of Masorti Olami shall be vested in (a) the corporate officers; (b) the Executive Operations Committee; and (c) the Board of Directors.  In all cases, there shall be timely notice of all meetings, which may be held by telephone conference, video conference or other means that permits participation and communication.

a.    Corporate Officers.

Masorti Olami shall have the following corporate officers:  a President, a Chairman of the Executive Operations Committee; a Chief Financial Officer; a Secretary; and the immediate Past President.

1.  The President shall preside over the Board of Directors, appoint the chairs of committees, and represent Masorti Olami to the public and to other organizations.

2.  The Chair of the Executive Operations Committee shall preside over that committee, direct functions of the organization that have been assigned to the chair, and shall substitute for the President as the occasion warrants.

3.  The Chief Financial Officer shall be responsible for developing the annual budget of Masorti Olami for adoption by the Executive Operations Committee, and the ongoing review of financial status and operations in accordance with sound management principles, including an annual audit of financial status.

4.  The Secretary shall have the responsibility of preparing minutes of the Board of Directors meetings and maintaining correspondence as needed and such other responsibilities as may be assigned to the Secretary by the President.

5.  The immediate Past President shall have such responsibilities as may be assigned by the President.

The Executive Director of Masorti Olami is appointed and engaged by the Board of Directors and reports to it as well as to the Annual Meeting and the Assembly on the progress of Masorti Olami.  The Executive Director is responsible for the administrative affairs of Masorti Olami and executing the policies of Masorti Olami as established by the Board of Directors.  The Executive Director is chief of staff and has responsibility for supervising and managing the staff of Masorti Olami.  The Executive Director of Masorti Olami shall participate in meetings of the officers, other than those held in executive session, but shall not cast a vote.

If a vacancy occurs in the office of President, it shall be filled by the Chair of the Executive Operations Committee until the next Annual Meeting.  If vacancies occur in other officer positions, they shall be filled by vote of the Executive Operations Committee.

b.    The Executive Operations Committee.

The Executive Operations Committee shall consist of the corporate officers together with up to four additional persons nominated by the corporate officers. The Executive Director of Masorti Olami shall participate in meetings of the Executive Operations Committee, other than those held in executive session, but shall not cast a vote.  The Executive Operations Committee shall meet as needed, but in all cases shall schedule no less than six meetings per year.   The Executive Operations Committee shall  administer the affairs of Masorti Olami between meetings of the Board of Directors, with particular emphasis on reviewing and evaluating ongoing programs and initiatives and implementation of any strategic plans adopted by the Board of Directors. The Executive Operations Committee is authorized to carry out all necessary activities in behalf of Masorti Olami, unless previously restricted by the Board of Directors, reporting all decisions to the next meeting of the Board of Directors.  A quorum of four (4) members is required for any matter on which the Executive Operations Committee takes a formal decision involving personnel, finances or the institution or cancellation of programs or projects.  When decisions are taken by vote, they shall be based on a majority of the members present and voting.  The Executive Operations Committee shall be responsible for appointing a nominating committee to fill vacancies in positions of officers or the Board of Directors.  Nominations shall be reported to the Board of Directors and the Assembly, no less than thirty (30) days before an Annual Meeting.

c.     The Board of Directors.

The Board of Directors of Masorti Olami shall consist of (1) the members of the Executive Operations Committee; (2) the presidents of each regional coordinating body, a representative from Israel, and a representative from North America; (3) five representatives of national coordinating members, selected by the Executive Operations Committee on an appropriate rotational basis; (4) three members of the Society of Masorti Olami Fellows; and up to seven members-at-large.  Members of the Board who are not corporate officers may be designated by the Executive Operations Committee as non-corporate Vice Presidents when such title is deemed appropriate.  The Board of Directors shall meet no less than three times each year and, to the extent possible, one such meeting shall occur in Israel, Europe or Latin America.  The President and Executive Vice President of the International Rabbinical Assembly, the President of MERCAZ Olami, and the President of Marom Olami shall each be invited to serve as ex officio members of the Board of Directors.  One-third (1/3) of the Board of Directors shall constitute a quorum for any meeting of the Board.  When decisions are taken by vote, they shall be based on a majority of the members present and voting.  All members of the Board of Directors shall be members in good standing of a Masorti/Conservative kehilla in the community in which the member resides.

Past presidents of Masorti Olami, national presidents not currently serving as Board representatives, members of the Society of Masorti Olami Fellows not currently serving as Board members, and others, as appropriate, may be invited to Board meetings, ex officio, without vote.

The Board of Directors shall have ultimate responsibility for review and approval of the affairs of Masorti Olami.  Special meetings may be called at the Presidents’ direction or may be called upon the written request of ten (10) members of the Board.

IV- FISCAL YEARS AND TERMS OF SERVICE

a.    The fiscal year of Masorti Olami, as of this date, begins on January 1 and ends on December 31 of each year.  The fiscal year may be revised if, in the opinion of the Executive Operations Committee, a different fiscal year would facilitate management of the affairs of Masorti Olami.

b.    From and after the Annual Meeting in 2011, which shall take place in the 4th Quarter of 2011, all terms of Officers and members of the Executive Operations Committee shall be for a period of three years.  Officers may serve a second term, but shall not be re-elected thereafter.  For purposes of transition, the current President shall continue to serve until the Annual Meeting in 2011.

c.    Officers, members of the Executive Operations Committee and presidents of regional coordinating bodies shall serve as Board members during the period when they hold such positions.  All other members of the Board of Directors shall be elected for a three year term.  For purposes of transition, one third of the elected members of the Board of Directors serving terms beginning with the Annual Meeting in 2010 shall serve a one year term, and one-third shall serve a two year term, so that thereafter, one-third of the Board of Directors will be elected at each Annual Meeting,  A member of the Board of Directors may serve up to two full terms as a Director.

d.    All terms of office shall begin with elections at the time of the Annual Meeting and end upon election of a successor, which should occur at the time of the Annual meeting.  Vacancies shall be filled by appointment of the Board of Directors on recommendation of the Executive Operations Committee, with a term ending at the time of the next Annual Meeting.  The term of Directors elected at an Annual meeting to fill a vacancy shall be set so as to maintain the “one-third elected at each Annual Meeting” principle thereafter.

V – THE ANNUAL MEETING AND THE ASSEMBLY

There shall be an Annual Meeting of Masorti Olami at a date, time and place set by the Board of Directors.  There shall be at least three months (90 days) advance notice.  A proposed agenda shall be circulated, in writing, at lest thirty (30) days before the Annual Meeting.  The Annual Meeting agenda shall include, in all cases, a report by the President; a report by the Executive Director; the report of proposed nominations of officers and directors and the election of officers and directors; proposed amendments to these By-Laws, if any; and an opportunity for the Assembly to provide input and guidance on issues then pending with respect to the direction and strategic plan of Masorti Olami.

The Assembly shall consist of the Officers, the members of the Executive Operations Committee and the Board of Directors; Past presidents of Masorti Olami; members and former members of the Society of Masorti Olami Fellows not currently serving as Board members;  presidents and former presidents of all regional/national coordinating bodies not currently serving in any of the previously described positions; five individuals designated by each regional coordinating body; two representatives of each national coordinating body; a representative of each congregational affiliate member of Masorti Olami; for any Annual Meeting occurring on or before December, 2015, each person serving as a director of Masorti Olami as of the date these by-laws are adopted who is not then serving in any of the previously described positions and, by invitation of the Board of Directors, up to ten individuals representing each of Marom Olami and Marom regional or national activities; Noam and its regional or national activities; and any other worldwide, regional or national Masorti program focused on youth or adults under age 40 that may then be in operation.  All members of the Assembly shall be entitled to vote at the Annual Meeting.

Twenty one (21) members of the Assembly shall constitute a quorum for any Annual Meeting.  When decisions are taken by vote, they shall be based on a majority of the members present, except that amendments to these by laws shall require two-thirds (2/3) of the Assembly present and voting.

The Presidents of each other national or international organization of Masorti/Conservative Judaism, and the Executive Director or equivalent professional, of each such organization, shall be invited to participate in the Assembly and the Annual Meeting, without vote.

VI – THE SOCIETY OF MASORTI OLAMI FELLOWSVI – THE SOCIETY OF MASORTI OLAMI FELLOWS

Masorti Olami shall create and maintain a Society of Masorti Olami Fellows as an honorary board whose membership is invited to participate because of its significant contribution to the advancement of Masorti Judaism.  The Fellows shall select one of their number as Chair, serving as determined by the Fellows.

It is expected that each member of the Society of Masorti Olami Fellows shall contribute, directly or indirectly, not less than $10,000 annually to support and strengthen the projects of Masorti Olami.  The Society of Masorti Olami Fellows shall be consulted from time to time with respect to strategic plans of Masorti Olami and other significant issues and shall be invited to join in special missions to international events.  A member of the Society of Masorti Olami Fellows may serve as a member of the Board of Directors, and, even if not a director, will be invited to attend all meetings of the Board of Directors.

VII – JOINT COMMISSIONS

The mission of Masorti Olami requires coordination and ongoing communication with numerous affiliated organizations and bodies including, but not limited to those listed  below.  To the extent coordination with additional organizations is deemed necessary and appropriate, such coordination, and adoption of principles governing relationships, shall be within the responsibilities of the Executive Operations Committee, subject to review, advice, and consent by the Board of Directors.

a.  Rabbinic Placement.  It is the policy of Masorti Olami that its member congregations and institutions adhere to the Placement Policies and Guidelines established by the International Rabbinical Assembly when seeking to engage rabbis.  Accordingly, all rabbinic placements are coordinated through the Director of Placement and such regional placement commissions as the International Rabbinical Assembly has established.  In the event members of Masorti Olami have concerns or questions concerning the operation of the Rabbinic placement policies, they should be brought to the attention of the Executive Operations Committee for review and discussion with the International Rabbinical Assembly as needed.  The Executive Operations Committee may authorize joint regional commissions to address issues of Rabbinic placement, as needed.

b.  Religious Policies of Masorti Judaism.  Masorti Olami recognizes the authority of the Masorti/Conservative rabbinate for the establishment of halakhic practices.  Masorti Olami supports the work of regional batei din.

c.  Marom.  Marom is the program of Masorti Olami aimed at college/post-college men and women.  The work of Marom is carried forward by Marom Olami, under its own Board of Directors, in which Masorti Olami is represented.  All Marom programs and activities operate in accordance with the religious principles and overall policies of Masorti Olami.  However, Marom Olami is an independent entity carrying on its programs under the overall auspices of Masorti Olami with the objective of serving the long-term interests of Masorti kehillot.  Programs and activities of Marom Olami are reviewed in advance to ensure that all concerned are fully informed and to identify any areas where there are policy, financial or other concerns.   It is expected, however, that Marom communications will, through a subscript or similar notation, indicate that “Marom Olami programs are undertaken under the overall auspices or Masorti Olami [the World Council of Masorti/Conservative Judaism]” and [where applicable] “the Masorti Movement in Israel” or words of similar import.  Communication, coordination, and mutual support between Masorti Olami and of its regional/national coordinating bodies, and all personnel and institutions of Marom are fundamental principles of Masorti Olami.  In the event concerns or questions arise in such areas, they are to be brought to the attention of the President of Masorti Olami and the Chair of the Executive Operations Committee to be resolved in cooperation with the President of Marom Olami and, where appropriate, with  the officers of any regional coordinating body affected.

d.  Noam and Other Youth/Young Adult Initiatives.  It is the intention of Masorti Olami to develop and strengthen its programs for youth under 18 (under the name “Noam”) and to develop and strengthen initiatives addressed to men and women who are past the age of the Marom cohort but under age 40.  Such activities shall be undertaken under principles that correspond to those referenced above in connection with Marom.

e.  Coordination with Organizations Based In North America.  Masorti Olami will maintain close coordination with all arms of Conservative Judaism based in North America to ensure coordination and to explore areas where cooperation will enhance the work of the entire Movement.

f.  MERCAZ Olami and its national chapters.  Masorti Olami maintains a close relationship with MERCAZ, and in efforts of MERCAZ throughout the world to enhance its role as the political organization of the Masorti/Conservative movement within the World Zionist Organization.  All officers, directors and members of Masorti Olami are expected to work with MERCAZ Olami and national MERCAZ organizations.

g.  The Executive Operations Committee may initiate other forms of cooperative activity, through joint commissions, committees or otherwise, as determined to best serve the interests of Masorti Olami.

VIII – AMENDMENTS
Amendments to these By-Laws may be proposed by any member of the Board of Directors or by a national or regional coordinating board.  Proposed amendments shall be submitted to the Executive Operations Committee for initial review, followed by a written report to the Board of Directors.  If a proposed amendment is endorsed by two-thirds (2/3) vote of the Board of Directors of Masorti Olami, based on those present and voting, the proposed amendment shall be submitted to the regional/national coordinating boards for their review and comment and shall then be placed before the Annual Meeting.  Proposed amendments and comments from the Board of Directors and regional/national coordinating boards, shall be circulated to the Assembly no later than thirty (30) days before the Annual Meeting.  Amendments to these By-Laws shall be made by vote of those attending the Annual Meeting.  Passage of an amendment shall require the affirmative vote of two-thirds (2/3) of those present and voting.

IX – IMPLEMENTATION

The following steps shall be taken following adoption of these By-Laws so that they may be fully implemented as of the date of the first Annual Meeting following adoption:

a.    The text of the By-Laws shall be published on the Masorti Olami website and circulated to all persons then acting as officers, directors, or ex officio members of the Board of Directors and all regional/national coordinating bodies.

b.    All persons now serving as officers or members of the Board of Directors will continue in those positions until the first Annual Meeting.  Individuals who wish to be considered for service as officers or members of the Board of Directors from and after the first Annual Meeting will be asked to so advise the President and the Executive Director.

c.      The President, in consultation with the current officers, shall appoint a Chair of the Executive Operations Committee to begin service without delay.  The President and the Chair of the Executive Operations Committee will appoint an interim Executive Operations Committee, to serve until after the first Annual Meeting and the formation of the ongoing Executive Operations Committee.  The Executive Operations Committee will be responsible for the establishment of a nominating committee to report at the First Annual Meeting and shall recommend the date and time and place for the first Annual Meeting to the Board of Directors.