AMERICAN JEWS FOR A JUST PEACE BY-LAWS
PREAMBLE
American Jews for a Just Peace (AJJP) is a project of its members, and its direction is set by its members. The Common Ground, priorities, areas of focus, and the selection of leadership are all decided by the membership. AJJP bases its work on the principles of its Common Ground. The membership is united around this Common Ground, but may not be united on other political issues. There may be significant differences of opinion on many issues. We accept this as a beneficial challenge that can provide an opportunity to exchange ideas and improve our tactics in working to achieve our shared goals.
AJJP's structure is designed to facilitate the timely and effective functioning of the network while still ensuring that the leadership, publications, and actions of AJJP truly represent the wishes of the membership. The intent of these bylaws is to codify a structure that achieves a productive working balance among these interests.
Article I. Organizational Principles
AJJP is a democratic activist organization. The highest governing authority of AJJP is its membership, which determines the direction and policies of AJJP. Ambiguities in these bylaws shall be construed in favor of control and authority resting in the Active Membership. In all matters affecting AJJP, the members, the Coordinating Committee and all working committees and groups will remain sensitive to issues of gender, age, and geographic balance and will strive for parity in these areas.
Article II. Membership
As a network of activists, AJJP welcomes individuals as members and we also welcome groups of members who wish to identify as chapters of AJJP.
Section 2.01 Active Members
Active Members are individuals who actively engage in the work of AJJP, accept these Bylaws, and endorse AJJP's Common Ground as the foundation of our work. Active Members create and engage regularly in the campaigns, projects, and other work of AJJP programs and internal activity, which may include attending events or meetings, participating in online discussions, or otherwise contributing to the work of the network, whether through a chapter or otherwise. Active Members in good standing may vote on all matters subject to membership approval under these Bylaws and on such other matters as may be submitted by the Coordinating Committee to the membership for approval.
Section 2.02 Supporting Members
Supporting Members are defined as those individuals who, for their own reasons, choose not to identify as Active Members in AJJP but accept and endorse AJJP's Common Ground and these Bylaws. Supporting Members may attend all open meetings, but do not vote there or on any other matters subject to membership vote. They are otherwise free to engage in all activities of any Active Member.
Section 2.03 Chapters
Any group of members may organize into geographically based local or regional chapters. The structure and organization of any chapter shall not be determined by AJJP and each shall retain its autonomy. A group of members seeking recognition a chapter shall submit a request for recognition to the Coordinating Committee, which shall grant such status so long as the chapter agrees to accept and endorse the "Common Ground" principles and Bylaws of AJJP. AJJP welcomes and encourages the formation and affiliation of chapters of existing groups and the formation of new chapters.
Section 2.04 Membership Status and Admission
For applicants seeking membership outside of a recognized AJJP Chapter, the Coordinating Committee shall determine whether to admit the applicant to membership. The Coordinating Committee shall not admit to membership any individuals it believes seek to disrupt the work of AJJP or who do not accept our Bylaws or Common Ground. The Coordinating Committee may delegate these functions to the Membership Committee. For applicants seeking membership through a recognized AJJP Chapter, the decision whether to admit the applicant to membership shall be made by the Chapter, which shall apply the same standards as those employed by the Coordinating Committee as set forth above.
Section 2.05 Dues
The Active Membership will establish a suggested dues amount at each conventions, as needed, but our governing principle is that members who can pay the suggested amount or more are encouraged to do so and members who cannot meet the suggested dues amount pay what they are able.
Article III. Membership Meetings and Conventions
Section 3.01 Meetings
For the purpose of discussing and debating issues as they arise, and for advising the Coordinating Committee of the sense of the membership, the Coordinating Committee will facilitate regular and open conference calls for active and supporting members with the goal of scheduling at least six calls per year, or upon special request by petition of at least ten members. Votes taken on such conference calls will not be binding upon the Coordinating Committee or the membership, but any such votes will have advisory effect.
Section 3.02 Conventions
- Purpose
The membership shall meet as a Convention to take stock of the organization, to review the last year's work, plan for the next year, and to address other major issues that may be presented. - Frequency
There will be at least one Convention each year. - Speaking Rights and Conduct of Conventions
Active Members and Supporting Members have full speaking rights. Convention discussions and debate will be led by a facilitator chosen by the Coordinating Committee. Open discussion will be organized in rounds such that each member who wishes to speak will be afforded the opportunity to speak once, and will not be permitted to speak again on the same issue until all others who wish to be heard have spoken. Upon request of at least two Active Members, the facilitator may conduct portions of Conventions in accordance with Robert's Rules of Order. - Decisions and Voting Rights
Decisions at Conventions shall be made by majority vote of the Active Members, after a thorough discussion present and voting, except as specifically provided elsewhere in these Bylaws,. No secret ballots at the Conventions will be allowed. - Electronic Voting
Other than for the adoption of the first Common Ground Statement and Bylaws, provisions will be made available for electronic voting on policies and actions of the organization between Conventions and to allow for membership surveys. - Record-Keeping
AJJP will maintain, and make available for inspection and copying to all Active and Supporting members, copies of all governing and public documents, including these Bylaws, Common Ground statement, and government reports. Contracts of employment or services, leases and other business records shall be available for the inspection of Active Members only, with the proviso that information contained in such business records may be disclosed only to other Active Members. Business records may be distributed more widely at the discretion of the Coordinating Committee.
Section 3.03 Membership Decisions Between Conventions
Upon petition of one-third of the Active members, the CC shall conduct a referendum of the entire Active Membership, providing sufficient time for debate, and shall carry out the will of the membership as expressed by a majority of those voting in the referendum. The petition must succinctly state the question to be put to the Active Membership in the referendum, and the CC shall put that question to the Active Membership for a vote, as stated in the petition, upon determining that the vote of the membership on the question presented, whether yeah or nay will comply with the Common Ground and these bylaws.
Article IV. Coordinating Committee
Section 4.01 Purpose
The business of AJJP between Membership Conventions will be conducted by a Coordinating Committee. The activities and decisions of the Coordinating Committee will neither replace nor supersede the activity of the Active Membership as a body. The Coordinating Committee is responsible to maintain the smooth functioning of the organization, to meet the obligations of the corporation. The Coordinating Committee shall have the authority to issue endorsements of petitions, position statements, and other similar expressions of support on behalf of AJJP. When such requests are consistent with the principles expressed in the Common Ground Statement, the Coordinating Committee will not be required to seek or obtain membership approval, but may do so if in its judgment, there is time to seek such approval or if in the CC's judgment, it would best serve the interests of AJJP. . The CC shall also be responsible for maintaining, updating and supervising the AJJP Website.
Section 4.02
- Size
The Coordinating Committee will consist of seven Active Members to be elected in accordance with the election procedures outlined in Section 4.03. - Quorum
A quorum of the Coordinating Committee will be 5 members. - Meeting Frequency
The Coordinating Committee will meet no fewer than 10 times a year. The Coordinating Committee may conduct its meetings by teleconference or videoconference, where each member has such technical capability. While not required, the Coordinating Committee is urged to have no less than three (3) in-person meetings each year. - Openness
Meetings of the Coordinating Committee are open to Active Members, Supporting Members, and invited guests. Unless otherwise decided by the Coordinating Committee, only members of the Coordinating Committee shall speak during its meetings. In the event there is a need to discuss matters of a personal or private nature, to discuss litigation strategy, or to review other matters recognized as legitimate reasons for Executive Session in Roberts Rules of Orders, the Coordinating Committee may meet in executive session at the request of any Coordinating Committee member, subject to overruling by Coordinating Committee vote. - Duties & Responsibilities
The Coordinating Committee will have the following duties and responsibilities.- Oversight of Activity
The Coordinating Committee will ensure that all membership activity is not inconsistent with the Common Ground and these Bylaws. It will ensure that the work delegated to subcommittees and the Campaigns Working Group is accomplished as required. Because the CC is the only democratically elected body in AJJP, it is recognized that the membership has placed its trust in the CC and that the membership recognizes that there will be times when the CC must make and carry out decisions without full membership review and approval. - Daily Administration
The Coordinating Committee is charged with management of the ministerial affairs of the organization and shall make timely decisions on matters warranting decision between conventions. These include accepting dues, administering the financial affairs of the organization, making expenditures and donations, and other decisions and actions on matters as it deems appropriate for the smooth functioning of the organization. - Funding Powers
The Coordinating Committee shall propose annual budgets to the Membership and allocate funds to the other committees and projects, independently and as may have been mandated by the membership. Allocations not budgeted or mandated by the membership are subject to membership ratification. - Committees
The Coordinating Committee shall have the authority to create subcommittees to carry out its duties. The former standing committees under Section 5.02 of the October 2008 Bylaws are hereby abolished as Standing Committees (Political, Membership, Fundraising, Communications, & Elections) but such functions may be delegated to subcommittees of the CC as the CC shall from time to time establish. - Duties of Individual CC Members
By running for office as an elected member of the CC, each candidate agrees, that if elected, he/she shall make every reasonable effort to regularly attend the monthly CC conference calls. Each CC member agrees to be available for email communication on a regular basis in order to handle matters that require attention between CC meetings. Each CC member agrees to abide by the Bylaws and Common Ground and to support the work of AJJP. Each CC member agrees to serve on all necessary subcommittees and to take responsibility for the general duties ascribed to the CC in these Bylaws. - The CC shall be responsible and responsive to the membership. The CC will regularly seek out ideas from the membership and will seek approval from the membership for taking new directions. The CC will utilize online surveys to gauge membership positions and to seek membership approval when, in the judgment of the CC, such input is either necessary or in the best interests of AJJP and where there is sufficient time to conduct membership surveys to accomplish the specific objective.
- Oversight of Activity
- Preparation of Membership Meetings and Conventions
The Coordinating Committee shall organize membership meetings and regular and special Conventions. The Coordinating Committee may delegate this function to a Meetings and Conventions Committee. The Coordinating Committee shall conduct referendum votes as may be required by Section 3.03. - Transparency
The Coordinating Committee shall inform the membership of its activities and those of other committees, and provide advance notice of all membership meetings, including the distribution of agendas, reports, and minutes in a timely fashion. The Coordinating Committee will remain open to input from membership on all matters affecting political and operational activities of AJJP. - Internal Structure
The Coordinating Committee may choose its own internal leadership structure, e.g., appoint or elect a Recording Secretary or other positions, to facilitate the smooth conduct of Coordinating Committee business, ensure transparency, and fulfill the other principles set forth in this section. Decisions of the Coordinating Committee shall be made by simple majority (50% + 1) vote. - Coordinating Committee Relationship to Membership
The activity of the organization shall be determined by the Membership, rather than the Coordinating Committee.
Section 4.03 Election of Coordinating Committee
- Composition
In choosing members of the Coordinating Committee, the Active Membership should consider the candidates' political and practical skills and commitment to AJJP and its goals, and attempt to create a body that is balanced geographically and by gender and age. - Elections
The first Coordinating Committee of seven members shall be elected in accordance with the procedures in the document "Procedures for Electing First AJJP Coordinating Committee." The first AJJP election shall be conducted by the Ad Hoc Organizing Committee as outlined in that document.
Within thirty days of the second convention, and within thirty days of each successive annual convention, the CC positions that are expiring that year shall be filled by an electronic ballot conducted by the CC.
The election process for all Coordinating Committee elections shall be as follows:- At least one month prior to the annual convention, any interested active member shall indicate his or her intention to run for the Coordinating Committee and shall distribute a statement of reasons for his/her candidacy.
- At a time within thirty days after each annual convention, the CC shall conduct an electronic ballot for the open CC positions. Upon certification of the election results, the new members of the CC will take office at the next scheduled CC meeting.
- Length of Term
Each Coordinating Committee member elected at annual Conventions following the founding convention will serve a two-year term of office. - Recall
The Coordinating Committee sits at the pleasure of the membership. The Active Members can recall a member of the Coordinating Committee by petition signed by one-third of the Active Membership. Voting in any recall election will be by secret mail ballot of Active Members. - Vacancy and Additions
Any vacancy in the Coordinating Committee shall be filled by a vote of the general membership. If the vacancy occurs less than three months prior to the annual convention, the election for the vacant position or positions shall be delayed until the convention. The election process for filling vacancies shall be by secret ballot in accordance with the procedures for mail balloting provided in Section 4.03(b)(ii), above. - Indemnification
As soon as possible, AJJP will purchase and maintain a policy of Directors and Officers insurance indemnifying members of the Coordinating Committee from liability for the debts of AJJP.
Article V. Committees
Section 5.01 General
- Purpose
Standing and Ad Hoc Committees may be established by the Membership at Convention or by the Coordinating Committee.
Committees will be afforded substantial autonomy in performing their work. The Coordinating Committee may advise committees, in its discretion, to ensure action in accordance with AJJP's Common Ground principles and these Bylaws. Each Committee and Working Group of AJJP will either include a member of the Coordinating Committee or will assign a specific person to act as a liaison to the Coordinating Committee. Every committee will report in writing to the Membership on its actions, decisions, and status of its projects or campaigns, as its activities may warrant.
Each committee works subject to direction and oversight by the Active Membership. Questions or disputes within committees may be brought to the Coordinating Committee or the Active Membership for resolution.
Each Committee shall inform the membership of its activities and provide advance notice of all meetings, including the distribution of agendas, reports, and minutes, in a timely fashion - Appointment of Committee Members and Internal Organization
The CC will be responsible for establishing subcommittees to accomplish its duties and objectives. The CC will seek out volunteers to serve on subcommittees but the CC will retain overall supervision of all subcommittees. - Funding
To the extent funds are available, Committees will be funded within their budgetary allocations, as determined by the Coordinating Committee. - Dissolution
The Coordinating Committee may in its discretion determine that a subcommittee has become dysfunctional, no longer represents the positions of AJJP, or is incompatible with AJJP's Common Ground principles or in violation of these Bylaws. In such event, the Coordinating Committee shall dissolve or reconstitute the Committee.
Article VI. Campaigns Working Group
Section 6.01 Creation
The Campaigns Working Group will be the central organizing body for coordinating and running our substantive activist work. The Campaigns Working Group shall remain an "open" membership group but it is expected that the working group shall obtain commitment from at least a core group to serve on the working group for at least one year and to attend the conference calls on a regular basis. The decision making process for this Group shall be limited to those who have made the commitment to serve for at least one year or have attended the meetings on a regular basis, defined as at least three out of the last five meetings. The Campaigns Working Group shall retain the right to govern its own deliberations so long as consistent with these Bylaws.
Section 6.02 Implementation of the Working Group's Decisions
The Campaigns Working Group shall communicate regularly with the membership and with the CC, but the Working Group shall not be required to obtain approval or ratification of its decisions by the CC unless its decision is inconsistent with the Common Ground or otherwise violates a provision of these Bylaws. The Working Group shall be governed by the same expectations that apply to the CC in that it shall seek membership approval or review of its actions by electronic surveys where there is time for such surveys or where, in the Working Group's opinion, such would best serve the interests of AJJP.
Section 6.03 Requests for Support by the Campaigns Working Group
The Campaigns Working Group may submit requests to the Coordinating Committee for funding or other support and may utilize the AJJP network and infrastructure to communicate with the membership about their work.
Article VII. Employees
Section 7.01 Staff and Job Descriptions
Any expenditure of funds to employ staff shall be authorized by the Active Membership. Before any staff, consultant, or independent contractor of any kind may be hired, the membership shall approve the salary range or maximum fee, benefits, and job description. Job descriptions for paid positions shall be prepared by the Coordinating Committee, subject to membership review and comment. The Coordinating Committee may hire a qualified candidate in accordance with a job description and salary range approved by the Active Membership. The contract of employment shall be open for review by any active member.
Section 7.02 Coordinator
The Active Membership may authorize the Coordinating Committee to hire a Coordinator. The job description will be prepared in accordance with Section 7.01. The candidate must demonstrate an affinity for the work of AJJP and will be responsible to the Coordinating Committee, which will oversee her/his work. The Coordinator will not be empowered to enter into contracts on AJJP's behalf without the prior authorization of the Coordinating Committee.
Section 7.03 Office Staff
The Active Membership may authorize the Coordinating Committee to hire office staff. The job description(s) will be prepared in accordance with Section 7.01. All office staff shall be hired by the Coordinating Committee, which will be responsible for oversight of her/his work.
Section 7.04 Pro-Union Policy
To the extent permitted by law, AJJP will recognize the representational status of any bargaining unit by a labor organization presenting signed cards showing its majority status.
Section 7.05 Benefits
AJJP will provide employee benefits to its full-time office staff.
Section 7.06 Delegation to HR Committee
The Coordinating Committee may delegate its duties under this Article to a standing Human Resources Committee.
Article VIII. Expulsion
A member may be expelled only by the Coordinating Committee, and only for undertaking activities in the name of AJJP that are contrary to the Common Ground, or to the Bylaws.
Expulsion may occur only after reasonable prior written notice to the member of the activities at issue and a written explanation from the Coordinating Committee of how those activities are contrary to the Common Ground or Bylaws. If a member's standing is challenged by a complaint from outside the Coordinating Committee, such challenge shall be in writing and the challenged member shall be sent a copy of it with the Coordinating Committee's notice. The member shall be granted a prompt opportunity to defend herself/himself before the Coordinating Committee, upon request.
Such a hearing will be either open to the Active Membership or closed, at the option of the challenged member. The Coordinating Committee shall render a decision in writing within 30 days of the close of the hearing and shall promptly transmit its decision to the affected member.
The affected member may appeal an adverse decision of the Coordinating Committee to a 3-member Appeals Committee drawn by lot from a list of Active Member volunteers. Any such appeal must be made in writing to the Coordinating Committee within 30 days after notice of the Coordinating Committee's decision. Pending the outcome of appeal, the expelled member shall be suspended from participating in any way in the affairs of or speaking in the name of AJJP.
Article IX. Modification of the Common Ground & Bylaws
Section 9.01 Responsibility
The Common Ground Statement and these Bylaws may be amended only by majority vote of the Active Membership at an Annual or Special Convention or by an electronic survey of the active membership after first being approved for submission to the membership by the CC.
Article X: Compliance With 501(c)(3) of the Internal Revenue Code
- This corporation is organized exclusively for one or more of the purposes defined in Section 501(c)(3) of the Internal Revenue Code, including for such purpose, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
- The specific objectives and purposes of this corporation are as set forth in the Articles set forth above and as further set forth in the Common Ground Statement of Principles, attached hereto and incorporated herein by reference.
- The Coordinating Committee, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of an on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
- No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by 'section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these bylaws this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income at under Section 501(c)(3) of the Internal Revenue Code or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
- No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
- Upon the dissolution of this corporation, its assets remaining after payment, or provisions for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the earning of Section 501(c0(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purposes 'such distribution shall be made in accordance with all applicable provisions of the laws of the state.
- In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, (1) the corporation shall distribute its income for said period in such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code (2)shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code, (3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code,(4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code, and (5) shall not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code.
Article XI: Construction and Terms
Should any of these provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
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