CONSTITUTION AND BYLAWS

OF KNOXVILLE JEWISH ALLIANCE, INC.

 

ARTICLE I - NAME

 

The name of this corporation is KNOXVILLE JEWISH ALLIANCE, INC. as set forth in the Articles of Incorporation Merger of Knoxville Jewish Federation, Inc. into The Lalla and Max B. Arnstein Jewish Community Center Association, Inc. of Knoxville filed with the Secretary of State of Tennessee on 04/02/01.

 

 

ARTICLE II - MISSION

 

Section 1.  The mission of the Knoxville Jewish Alliance (KJA) is to serve the Jewish people locally, in Israel, and throughout the world.  Through coordinated fundraising, community-wide programming, social services, educational, and other activities, the KJA seeks to:

 

  1. Build community;

 

  1. Provide assistance for those in need;

 

  1. Promote Jewish culture and identity;

 

  1. Develop effective Jewish leaders;

 

  1. Enhance community relations locally, regionally, nationally, and internationally;

 

  1. Operate and maintain the Arnstein Jewish Community Center (AJCC).

Section 2.  This corporation is organized exclusively for charitable, religious and educational purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, or corresponding provisions of any future federal tax codes.

 

 

ARTICLE III - MEMBERSHIP

 

Section 1.  Any person of good moral character who will subscribe to the purposes of this organization shall be eligible for membership.  A member shall be any person who contributes financially to the current annual campaign of KNOXVILLE JEWISH ALLIANCE, INC., and/or is a member of the AJCC, and/or is an Honorary Member.

 

Section 2.  Members in good standing shall be those persons who meet the following criteria in addition to the criteria set forth in Section 1 above, and they shall be current in their payment of fees, dues and other assessments.  (Fees paid for services, such as those paid for classes, preschool, MCDC are not considered a contribution to the KNOXVILLE JEWISH ALLIANCE, INC. annual fund.)            

 

Section 3.  Members shall have the following rights:

 

            A.        All members (regardless of good standing) are entitled to: (1) attend the meetings of the Board of Directors as an observer, unless the Board is in executive session; (2) be selected to serve on any KNOXVILLE JEWISH ALLIANCE, INC. committee, cabinet, council or task force; and (3) have all other membership rights as stated in these Bylaws or in the written policies of KNOXVILLE JEWISH ALLIANCE, INC., subject to such restrictions and limitations as are elsewhere prescribed in accordance with these Bylaws.

 

            B.        All members in good standing (and only members in good standing) over 18 years of age, independent of other members of their family unit, shall be eligible to vote, to hold office and to serve on the Board of Directors.

 

            C.        Only members of KNOXVILLE JEWISH ALLIANCE, INC. who are "current" in their payment of any monies due KNOXVILLE JEWISH ALLIANCE, INC. for the current year (i.e. members in good standing) are eligible to participate in its activities and utilize the facilities of KNOXVILLE JEWISH ALLIANCE, INC.  The Board of Directors shall establish a schedule and a policy that determines the definition for "current" with regard to the payment of monies owed to KNOXVILLE JEWISH ALLIANCE, INC. by members.  

 

Section 4.   The Board of Directors may establish additional types of membership and may set dues rates for each of the different types of membership.

 

Section 5.   The Board shall also regulate the use of the facilities by “Special Members” and other privileges for each Special Membership Category that it may establish from time to time.

 

Section 6.   Honorary membership may be conferred upon an individual by a vote of 75% of the Board of Directors present at any meeting.  Honorary Members shall enjoy the full privileges of the organization, excepting the privilege of voting, holding office, committee membership, or membership on the Board of Directors; no financial contribution is required.

ARTICLE IV - MEETINGS

 

Section 1.  Annual Meetings - The Annual Meeting of KNOXVILLE JEWISH ALLIANCE, INC. Membership shall take place in December of every year on a date to be selected by the Board of Directors.  The business of this meeting shall consist of the annual election, reports of standing committees and any special business designed in the call.  Notice to membership shall be given by mail or email at least thirty (30) days in advance.

 

Section 2.  Special Meetings of the Membership - Special Meetings of the membership shall be called by the President within ten (10) days upon direction from the Board of Directors.  A Special Meeting of the Membership may also be called as a result of a petition signed by at least 25 Active members in good standing.  Notice to the Membership of Special Meetings shall be given by mail at least five (5) days in advance.

 

Section 3.  Board Meetings - The Board of Directors shall meet at least six (6) times per year and the Executive Committee shall meet at least monthly.

 

Section 4.  Special Board Meetings - Six members of the Board may make a written request to the President for a special meeting of the Board of Directors which shall be called within ten (10) days of such written request.  Special meetings of the Board of Directors may also be called by the President.  Notice to the Board of Directors of such special meetings shall be given by mail at least three (3) days in advance.  All notices of such special meetings shall contain the purpose of the special meeting and no other business shall be transacted other than that for which the meeting shall have been called.

 

Section 5.  Twelve (12) voting Board Members shall constitute a quorum at all meetings of the Board of Directors and forty (40) Active members in good standing shall constitute a quorum at all meetings of the general membership.  A quorum for the Executive Committee is five (5).  Actions of the Board of Directors and the Executive Committee shall not be invalidated merely because of vacancies in any office or position described in either Section 2 of Article V, but this sentence shall not relieve the obligation of a quorum whenever a quorum is required for action.  

 

Section 6.  Deliberations of all meetings of KNOXVILLE JEWISH ALLIANCE, INC. shall be governed by Robert's Rules of Order.

 

Section 7.  If an Officer or an elected member of the Board of Directors is absent from two (2) consecutive meetings of the Board of Directors in a twelve (12) month period and there is no reasonable explanation for that absence that is acceptable to the President, then the Board of Directors may vote on whether or not to declare the position vacant.  A two-thirds vote by those present and voting shall be required to disqualify a person from Board membership for this reason.

 

Section 8.  Proxies Not Permitted - A member entitled to vote at a meeting of the members of KNOXVILLE JEWISH ALLIANCE, INC. may not vote by proxy.

 

Section 9.  The Board of Directors may authorize KNOXVILLE JEWISH ALLIANCE, INC. members to vote by mail, fax or email on the election of Directors and Officers or on any other matter that the members may vote on.

 

 

ARTICLE V - BOARD OF DIRECTORS

 

Section 1.  Elected members - The Board of Directors shall consist of individuals who show a commitment to the principles and programs of KNOXVILLE JEWISH ALLIANCE, INC. and are members in good standing.  The members of the Board of Directors who shall be elected by the members of KNOXVILLE JEWISH ALLIANCE, INC. shall be the following:

 

A.        Nine (9) elected officers who shall also serve on the Executive Committee:  President; President-Elect; Treasurer; Secretary; Vice President of Campaign; Vice President of Administration; Vice President of Children and Youth; Vice President of Jewish Community Services; Vice President of Community Engagement.  In the event a person is both President-Elect and another officer, then the Executive Committee shall consist of eight (8) individuals. 

 

B.        At the annual meeting, the membership shall elect four (4) directors to a two-year term of office. 

 

Section 2.  Automatic members - In addition to the elected members and officers, the following shall be automatic members of the Board of Directors with full voting privileges:

 

A.        The immediate past president of KNOXVILLE JEWISH ALLIANCE, INC. who shall be a member of the Executive Committee.

 

B.        Chief officer (volunteer) of Heska Amuna Synagogue, Temple Beth El, Chabad of Knoxville, the Jewish Congregation of Oak Ridge, and the Knoxville Chapter of Hadassah; President of the Board of Directors of the Knoxville Jewish Day School; and the President of Knoxville Jewish Community Family of Funds (“KJCFF”), if not already elected members of the Board.

 

 

 

 

C.Chairs of the following committees, if not already elected members of the Board:

 

Allocations; Budget; Children’s Programs; Communications; Community Relations Committee; Facility; Hillel at UTK; Israel Partnership; Jewish Family Services; Long Range Planning

 

D.        The Executive Director of KNOXVILLE JEWISH ALLIANCE, INC. 

shall serve as an ex officio member of the Board and the Executive Committee.

 

E.        The President shall have the authority to appoint non-voting members of 

            the board as observers.

 

Section 3.  Duties of the Executive Committee:

 

A.        The Executive Committee shall have the authority to exercise all the powers of the Board of Directors whenever the summoning of the entire Board shall not be feasible, or when immediate action is required before the Board can be summoned.  All action taken by the Executive Committee shall be reported to the Board of Directors at the next Board meeting and shall be subject to revision and alteration by the Board, to the extent that such decision of the Executive Committee shall not have been carried into effect.

 

B.The Executive Committee, in addition to its other responsibilities, shall be solely responsible for evaluations of and recommendations concerning the Executive Director including, but not limited to, compensation and termination.

 

C.The Executive Committee shall from time to time create special committees, as are necessary or advisable in order to carry on the purposes of the KNOXVILLE JEWISH ALLIANCE, INC., and shall appoint the chair of these committees, which need not be members of the Board of Directors. 

 

Section 4.  Duties of the Board of Directors: The Board of Directors shall have all of the duties and powers imposed upon and granted to boards of directors generally by applicable law including, but not limited to, the following:

 

A.        Manage the affairs and facilities of KNOXVILLE JEWISH ALLIANCE, INC. between meetings of the entire membership.

 

B.        Carry out those programs as agreed upon by the Board of Directors.

 

C.        Provide for the financing of the organization's activities.

 

D.        Conduct an annual campaign for the raising of funds in the Knoxville community for Jewish causes.

 

            E.         Provide adequate means for the collection of these funds.

 

            F.         Allocate and distribute the funds collected.

 

G.        Present annually, at a meeting of the membership, a complete report and audit.

 

H.        Pass on matters of policy and to do such other acts and exercise such rights not inconsistent with these bylaws which may promote the aims and purposes of KNOXVILLE JEWISH ALLIANCE, INC.

 

I.          Attend all meetings of the Board.  Failure of a member to attend two (2) consecutive meetings without an excuse, may be grounds for dismissal from the Board.

 

Section 5.  Limited Personal Liability of Directors – No person who is or was a Director of KNOXVILLE JEWISH ALLIANCE, INC., nor such person’s heirs, executors or administrators, shall be personally liable to KNOXVILLE JEWISH ALLIANCE, INC. for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision shall not eliminate or limit the liability of any such person  (a) for any breach of a Director’s duty of loyalty to KNOXVILLE JEWISH ALLIANCE, INC.;  (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or  (c)  under Tennessee Code Annotated Section 48-58-304, as amended from time to time.  No repeal or modification of the provisions of this Article V, Section 5, either directly or by the adoption of a provision inconsistent with the provisions of this Section, shall adversely affect any right or protection, as set forth herein, existing in favor of a particular individual at the time of such repeal or modification.

 

 

ARTICLE VI - OFFICERS

 

Section 1.   KNOXVILLE JEWISH ALLIANCE, INC.’s Officers will be a President, a President-Elect, a Secretary, a Treasurer, and five (5) Vice Presidents, and the Immediate Past President.  The Board may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions.  An individual may serve as both President-Elect and as another officer or in another position.  Otherwise, no two (2) executive offices may be held by the same individual.

 

Section 2.   KNOXVILLE JEWISH ALLIANCE, INC.’s Officers will be elected annually by the members at the annual members’ meeting.  In the event of an unexpected vacancy, the Board may select a person to fill a vacancy in any office.  The President shall present nominees for such vacancies.

 

Section 3.  Any Officer elected by the membership may be removed by the Board or membership only with good cause.

 

Section 4.  President - The President shall provide leadership to KNOXVILLE JEWISH ALLIANCE, INC. and shall be responsible for carrying out the policies of the Board of Directors and Executive Committee.  The President will perform other duties prescribed by the Board and all duties incident to the office of President. The President shall:

 

A.Serve as chairperson of the Board of Directors and of the Executive Committee;

 

B.Have the power to call special meetings of the members of KNOXVILLE JEWISH ALLIANCE, INC. and Board of Directors for any purpose or purposes;

 

C.Preside at all meetings of the members of KNOXVILLE JEWISH ALLIANCE, INC. and of the Board of Directors;

 

D.Carry out such policies as established by the Board of Directors and is given the necessary authority to execute all contracts and other instruments of writing binding or otherwise affecting KNOXVILLE JEWISH ALLIANCE, INC. as approved by the Board of Directors;

 

E.Be an ex-officio member of all committees of the Board of Directors and of KNOXVILLE JEWISH ALLIANCE, INC.;

 

F.Appoint delegates or representatives of KNOXVILLE JEWISH ALLIANCE, INC. to other organizations from among the membership of KNOXVILLE JEWISH ALLIANCE, INC.

 

Section 5.  President-Elect - The President-Elect shall perform those duties and responsibilities assigned by the President, the Board of Directors or the Executive Committee.  When the President is absent, cannot act or refuses to act, the President-Elect with the consent of the Board of Directors shall perform the duties and exercise the powers of the President.  

 

Section 6.  Vice Presidents - There will be five (5) Vice Presidents.  When the President and President-Elect are absent, cannot act, or refuse to act, a Vice President will perform the President’s duties.  When acting in the President’s place, a Vice President has all the powers of, and is subject to all the restrictions, on the President.  The Vice Presidents will act for the President in the order of their tenure on the Executive Committee; or if Vice Presidents have equal tenure on the Executive Committee, tenure on the Board, or in the case of equal tenure on the Board, as determined by the Board.  Vice Presidents will perform such other duties as assigned by the President, Board or Executive Committee.

 

Section 7.  Secretary – The Secretary shall also be responsible for overseeing the keeping of the minutes and records of the Board of Directors and all KNOXVILLE JEWISH ALLIANCE, INC. operations, and ensuring that appropriate notice of all meetings is provided.

 

Section 8.  Treasurer - The Treasurer shall be responsible for overseeing the fiscal affairs of KNOXVILLE JEWISH ALLIANCE, INC., including cash collections, capital and endowment fund development, and ensuring that a reliable accounting system is followed and accurate records kept of all KNOXVILLE JEWISH ALLIANCE, INC. transactions.  The Treasurer shall report the financial condition of KNOXVILLE JEWISH ALLIANCE, INC. at each meeting of the Board of Directors. In the name of KNOXVILLE JEWISH ALLIANCE, INC. and as authorized by the Board of Directors, he or she shall supervise the receipt, deposit and disbursement of funds, including oversight of cash collections, investments, insurance, annual audits and other financial matters.  He or she shall be responsible for overseeing KNOXVILLE JEWISH ALLIANCE, INC.’s budgeting and allocations processes.  He or she shall also oversee non-KJCFF investment assets, review bank statements, chair the Finance Committee which reviews the current year's financials, and recommend requests to the President to present to the KJCFF.

 

 

ARTICLE VII - ELECTIONS AND VOTING

 

Section 1.  At the Annual Meeting of KNOXVILLE JEWISH ALLIANCE, INC. the membership shall elect the Officers and the members of the Board of Directors.  If there are any nominees that have not been nominated as part of the slate presented by the Nominating Committee, then the election shall be by closed ballot.

 

Section 2.  Terms – Except where otherwise may be provided, a term for officers and Board members shall be two (2) years in length or until their successors are duly elected, whichever occurs later.  In the event a person is both the President-Elect and another officer, expiration or termination of the term of one office shall not terminate the term of the other so that each term shall expire independently of each other.  In the event the terms of the President and the persons designated to serve in the absence of the President expire before election of a successor President, then the President and the then individuals who alternatively preside in the President’s absence shall serve until the election of a successor President.

 

Section 3.  Nominating Committee Procedures:

 

A.        At least 90 days prior to the Annual Meeting, the President shall appoint a Nominating Committee. Nominating Committee for the Board of Directors and Officers shall consist of the following: The Chairperson, who shall be the immediate past president of KNOXVILLE JEWISH ALLIANCE, INC.; at least two (2) members of the Board of Directors and at least two (2) members of the membership not presently serving on the Board of Directors. The slate shall be presented in writing to the general membership at least thirty days prior to the annual meeting.  Instructions for other nominations shall be included.

 

B.        The Nominating Committee shall nominate a slate of individuals to be presented at the Annual Meeting to fill the vacancies that will exist on the Board of Directors and in the ranks of the Officers whose terms have ended or will end with the election of a successor.  

 

C.        No member's name will be accepted for inclusion on the ballot for election unless that person:

 

1)         Is a member of KNOXVILLE JEWISH ALLIANCE, INC. in good standing (i.e. "current" on the payment of all dues, fees and assessments) and 

 

                        2)         Has given their consent to serve if elected.

 

D.        Nominations for the Board and/or the Officer vacancies may also be made by a petition signed by five (5) Active members in good standing, provided the person being nominated has agreed to serve.  Such petitions must be given to the Nominating Committee Chairman, KNOXVILLE JEWISH ALLIANCE, INC. President or KNOXVILLE JEWISH ALLIANCE, INC. Executive Director at least fourteen (14) days prior to the election.  The election shall then be by closed ballot.

 

E.         Should there be a contested election, the Officers will be elected first, followed by the election of 2-year term Board Members, then the election of any open Board positions.

 

F.         Should a closed ballot be required, every member voting will get one vote for every position being voted upon.

 

Section 4.  The elected Officers and Board members assume their positions at the conclusion of the election.

 

Section 5.  The Board of Directors may, by a majority vote, fill a vacated unexpired term of any Officer or Board Member.

 

 

ARTICLE VIII - COMMITTEES

 

Section 1.   KNOXVILLE JEWISH ALLIANCE, INC. shall have the standing committees as set forth in Article VIII, Section 3, and other committees as may be established from time to time by the Board and/or by the President of KNOXVILLE JEWISH ALLIANCE, INC.

 

Section 2.  Standing Committees will meet at least three (3) times per year or as needed and have a minimum of three (3) members. This minimum Committee Membership excludes the staff of KNOXVILLE JEWISH ALLIANCE, INC. and KNOXVILLE JEWISH ALLIANCE, INC. President who serve ex-officio on all committees.

 

Section 3.  The following are the Standing committees and their responsibilities and the officer responsible:

 

A.  Vice President of Administration

 

1.  Facility                                           Oversees the business management, operational management, and physical properties of KNOXVILLE JEWISH ALLIANCE, INC.  Develops policies regarding the use of KNOXVILLE JEWISH ALLIANCE, INC.’s building and grounds.  Reviews the insurance policies for coverage and costs.  Provides support for office equipment and information systems.  Reviews and recommends security procedures.

 

2.  Personnel                                       Provides support for the Executive Director as requested.  Determines personnel policies and serves as review and appeals panel.

 

B. Treasurer                                                    

            

1. Allocations                                      Recommends to the Board allocations from prior year's campaign.

 

2.  Budget                                           Works with the staff and committee chairs to set next year's budget and works with the Executive Director to monitor it throughout the year. 

 

 

3.  Membership: AJCC                       Recruitment and retention of AJCC members.

 

4.  Scholarship Committee                 Hears requests for and determines fee adjustments.  Accepts requests for scholarships and determines recipients and amounts to be awarded.  The Scholarship Committee is anonymous and does not have a Board position.

 

C. Vice President of Campaign                      Chairs the annual campaign that funds KNOXVILLE JEWISH ALLIANCE, INC., programs and services. Serves ex-officio to any committee planning any additional fundraising activities.

 

D. Vice President of Children and Youth.

 

1.  Children’s Programs                      Responsible for programs geared for children and families of KNOXVILLE JEWISH ALLIANCE, INC., including Preschool at AJCC, Milton Collins Day Camp, and PJ Library

 

E. Vice President of Community Engagement

 

1.  Cultural Arts                                  Plans, implements and oversees cultural and educational programming.

 

2. Community Relations Committee Works reactively and proactively with the greater Knoxville community.  Provides information to the school systems, agencies, committees, and governmental bodies regarding issues of importance to the Jewish community.

 

3. Communications                             Publishes Ha’Kol, the community newsletter, and provides oversight of the current website, social media, and emails to the community.

 

4.  Leadership: Jewish Knoxville       Plans and implements leadership development programs.  Plans and implements programs for small groups such as health care, career and professional women.  Assists chairs and vice-presidents in involving new volunteers.

 

5.  Adult Recreation and Wellness     Develops and oversees social and athletic programs.  Interprets and recommends policy and rules for the outdoor recreation facilities and areas of KNOXVILLE JEWISH ALLIANCE, INC.

 

6. Young Jewish Adults of Knoxville Plans and oversees the programs of YJAK

 

7. BBYO and C-Teen                         Engages with local BBYO and C-Teen leadership

 

F. Vice President of Jewish Community Services

 

1.  Jewish Family Services                 Plans and oversees the programs of the JFS and programs to serve senior adults of the community, including Friendshippers

 

2.  Hillel at UTK                                 Plans and oversees the programs of Hillel at UTK.

 

3.  Israel Partnership                           Plans and oversees all Israel-related programs and missions.

 

4.  Archives                                         Plans and oversees the programs of the Barbara Winick Bernstein Archives of Knoxville and the Jewish Community of East Tennessee

 

G.  Immediate Past President

 

-  Long Range Planning                      Sets in place a plan to annually review the state of programs and services and to project future needs.  Recommends officers and board members to be elected at the Annual Meeting.  Assists in filling committee chair positions. 

 

Section 4.  The President, with the approval of the Board of Directors, shall appoint a chairman to take over the duties of any Standing Committee Chairman should there be a vacancy in that chairmanship.

 

 

ARTICLE IX - TRANSACTIONS OF CORPORATION

 

Section 1.  The Board may authorize any Officer or agent of KNOXVILLE JEWISH ALLIANCE, INC. to enter into a contract or execute and deliver any instrument in the name of, and on behalf of, KNOXVILLE JEWISH ALLIANCE, INC.  This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments.

 

Section 2.  All of KNOXVILLE JEWISH ALLIANCE, INC.’s funds will be deposited to the credit of KNOXVILLE JEWISH ALLIANCE, INC. in banks, trust companies, brokerage firms, or other depositaries that the Board selects.

 

Section 3.  The Board may accept, on KNOXVILLE JEWISH ALLIANCE, INC.’s behalf, any contribution, gift, bequest, or device for the general purposes or for any special purpose of KNOXVILLE JEWISH ALLIANCE, INC.  The Board may make gifts and give charitable contributions not prohibited by these Bylaws, the articles of incorporation, state law, and provisions set out in federal tax law that must be complied with to maintain KNOXVILLE JEWISH ALLIANCE, INC.’s federal and state tax status.  Any gifts of securities should be sold immediately upon receipt.

 

Section 4.  The purchase, sale, mortgage, exclusive lease for more than three (3) years, or other acquisition or disposition of real estate by or for KNOXVILLE JEWISH ALLIANCE, INC shall require a majority vote of the members in attendance at an annual or special meeting of the members called for this purpose and attended by a quorum. 

 

Section 5.   KNOXVILLE JEWISH ALLIANCE, INC. may not make any loan to a Director or Officer of KNOXVILLE JEWISH ALLIANCE, INC.  A member, Director, Officer, or committee member of KNOXVILLE JEWISH ALLIANCE, INC. may lend money to, and otherwise transact business with, KNOXVILLE JEWISH ALLIANCE, INC. except as otherwise provided by these Bylaws, the articles of incorporation, and applicable law.  Such a person transacting business with KNOXVILLE JEWISH ALLIANCE, INC. has the same rights and obligations relating to those matters as other persons transacting business with KNOXVILLE JEWISH ALLIANCE, INC.  KNOXVILLE JEWISH ALLIANCE, INC. may not borrow money from, or otherwise transact business with, a member, Director, Officer, or committee member of  KNOXVILLE JEWISH ALLIANCE, INC. unless the transaction is described fully in a legally binding instrument and is in KNOXVILLE JEWISH ALLIANCE, INC.’s best interests.   KNOXVILLE JEWISH ALLIANCE, INC. may not borrow money from, or otherwise transact business with, a member, Director, Officer, or committee member of  KNOXVILLE JEWISH ALLIANCE, INC. without full disclosure of all relevant facts and without the Board’s approval, not including the vote of any person having a personal interest in the transaction.

 

Section 6.  As long as KNOXVILLE JEWISH ALLIANCE, INC. exists, no member, Director, Officer, or committee member of KNOXVILLE JEWISH ALLIANCE, INC. may:

 

  1. Do any act with the intention of harming KNOXVILLE JEWISH ALLIANCE, INC. or any of its operations.

 

  1. Do any act that would make it impossible or unnecessarily difficult to carry on KNOXVILLE JEWISH ALLIANCE, INC.’s intended or ordinary business.

 

  1. Receive an improper personal benefit from the operation of  KNOXVILLE JEWISH ALLIANCE, INC.

 

  1. Use KNOXVILLE JEWISH ALLIANCE, INC.’s assets, directly or indirectly, for any purpose other than carrying on KNOXVILLE JEWISH ALLIANCE, INC.’s business.

 

  1. Wrongfully transfer or dispose of KNOXVILLE JEWISH ALLIANCE, INC. property, including intangible property such as good will.

 

  1. Use KNOXVILLE JEWISH ALLIANCE, INC.’s name (or any substantially similar name) or any trademark or trade name adopted by KNOXVILLE JEWISH ALLIANCE, INC., except on behalf of KNOXVILLE JEWISH ALLIANCE, INC. in the ordinary course of its business.

 

  1. Disclose any of KNOXVILLE JEWISH ALLIANCE, INC.’s business practices, trade secrets, or any other information not generally known to the business community, to any person not authorized to receive it.

 

 

ARTICLE X - FISCAL YEAR

 

KNOXVILLE JEWISH ALLIANCE, INC.’s fiscal year will begin on the first day of January and end on the last day in December in each year.

 

 

ARTICLE XI - INDEMNIFICATION

 

Section 1.   KNOXVILLE JEWISH ALLIANCE, INC. may indemnify a Director, Officer, member, committee member, employee, or agent of KNOXVILLE JEWISH ALLIANCE, INC. who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in KNOXVILLE JEWISH ALLIANCE, INC.  For the purposes of this article, an agent includes one who is or was serving at the KNOXVILLE JEWISH ALLIANCE, INC.’s request as a Director, Officer, partner, venturer, proprietor, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

 

Section 2.   KNOXVILLE JEWISH ALLIANCE, INC. may indemnify a person only if he or she acted in good faith and reasonably believed that his or her conduct was in  KNOXVILLE JEWISH ALLIANCE, INC.’s best interests.  In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful.   KNOXVILLE JEWISH ALLIANCE, INC. will not indemnify a person who is found liable to KNOXVILLE JEWISH ALLIANCE, INC. or is found liable to another on the basis of improperly receiving a personal benefit from  KNOXVILLE JEWISH ALLIANCE, INC.  A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by KNOXVILLE JEWISH ALLIANCE, INC.

 

Section 3.   KNOXVILLE JEWISH ALLIANCE, INC. may pay or reimburse expenses incurred by a Director, Officer, member, committee member, employee, or agent of  KNOXVILLE JEWISH ALLIANCE, INC. in connection with the person’s appearance as a witness or other participation in a proceeding involving or affecting KNOXVILLE JEWISH ALLIANCE, INC. when the person is not a named defendant or respondent in the proceeding.

 

Section 4.  In addition to the situations otherwise described in this paragraph,  KNOXVILLE JEWISH ALLIANCE, INC. may indemnify a Director, Officer, member, committee member, employee, or agent of KNOXVILLE JEWISH ALLIANCE, INC. to the extent permitted by law.  However, KNOXVILLE JEWISH ALLIANCE, INC. will not indemnify any person in any situation in which indemnification is prohibited by Section 2, above. 

 

Section 5.   KNOXVILLE JEWISH ALLIANCE, INC. may advance expenses incurred or to be incurred in the defense of a proceeding to a person who might eventually be entitled to indemnification, even though there has been no final disposition of the proceeding.  Advancement of expenses may occur only when the procedural conditions specified in Section 7, below, have been satisfied.  Furthermore, KNOXVILLE JEWISH ALLIANCE, INC. will never advance expenses to a person before final disposition of a proceeding if the person is a named defendant or respondent in a proceeding brought by  KNOXVILLE JEWISH ALLIANCE, INC. or one or more members or if the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.

 

Section 6.  The indemnity permitted under these Bylaws includes indemnity against judgments, penalties, (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred in connection with the proceeding.  If the proceeding was brought by or on behalf of KNOXVILLE JEWISH ALLIANCE, INC., the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.

 

Section 7.  Before KNOXVILLE JEWISH ALLIANCE, INC. may pay any indemnification expenses (including attorneys’ fees), KNOXVILLE JEWISH ALLIANCE, INC. must specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in Section 9, below.   KNOXVILLE JEWISH ALLIANCE, INC. may make these determinations and decisions by any one of the following procedures:

 

            A.        Majority vote of a quorum consisting of Directors who, at the time of the vote, are not named defendants or respondents in the proceeding.

 

            B.        If such a quorum cannot be obtained, by a majority vote of a committee of the Board, designated to act in the matter by a majority vote of all Directors, consisting solely of two or more Directors who at the time of the vote are not named defendants or respondents in the proceeding.

 

            C.        Determination by special legal counsel selected by the Board by the same vote as provided in subparagraphs A or B, above, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all Directors.

 

            D.        Majority vote of members, excluding Directors or other members who are named defendants or respondents in the proceeding.

 

Section 8.   KNOXVILLE JEWISH ALLIANCE, INC. will authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible.  If special legal counsel determines that indemnification is permissible, authorization of indemnification and determination of reasonableness of expenses will be made as specified by subparagraph C, above, governing selection of special legal counsel.  A provision contained in the articles of incorporation, or a resolution of members or the Board that requires the indemnification permitted by Section 1, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.

 

Section 9.   KNOXVILLE JEWISH ALLIANCE, INC. will advance expenses before final disposition of a proceeding only after it determines that the facts then known would not preclude indemnification.  The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment will be made in the same manner as a determination that indemnification is permissible under Section 1, above.

 

            In addition to this determination, KNOXVILLE JEWISH ALLIANCE, INC. may advance expenses only after it receives a written affirmation and undertaking from the person to receive the advance.  The person’s written affirmation will state that he or she has met the standard of conduct necessary for indemnification under these Bylaws.  The written undertaking will provide for repayment of the amounts advanced by  KNOXVILLE JEWISH ALLIANCE, INC. if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking will be an unlimited general obligation of the person, but it need not be secured and may be accepted without reference to financial ability to repay.

 

Section 10.  Any indemnification or advance of expenses will be reported in writing to  KNOXVILLE JEWISH ALLIANCE, INC.’s members.  The report will be made with or before the notice or waiver of notice of the next membership meeting, or with or before the next submission to members of a consent to action without a meeting.  In any case, the report will be sent within the 12-month period immediately following the date of the indemnification or advance.

 

 

ARTICLE XII - NOTICES

 

Section 1.  Any notice required or permitted by these Bylaws to be given to a member, Director, Officer, or member of a committee of KNOXVILLE JEWISH ALLIANCE, INC. may be given by hand-delivery, mail, facsimile transmission, or email.  If mailed, a notice is deemed delivered when deposited in the mail addressed to the person at his or her address as it appears on the corporate records, with postage prepaid.  If faxed or emailed, a notice is deemed delivered when transmission is completed. A person may change his or her address in the corporate records by giving written notice of the change to the Secretary of KNOXVILLE JEWISH ALLIANCE, INC.

 

Section 2.  Whenever any notice is required by law or under the articles of incorporation or these Bylaws, a written waiver signed by the person entitled to receive such notice is considered the equivalent to giving the required notice.  A waiver of notice is effective whether signed before or after the time stated in the notice being waived.

 

Section 3.  A person’s attendance at a meeting constitutes waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

 

 

ARTICLE XIII - AMENDMENTS TO THE BYLAWS

 

Section 1.  Amendments to these Bylaws may be proposed by the Board of Directors.  Amendments may also be initiated by a petition from twenty-five (25) Active members in good standing.

 

Section 2.  The President shall present the proposed Amendment to a vote of the membership at the Annual Meeting of KNOXVILLE JEWISH ALLIANCE, INC., or at a special meeting called for the purpose of amending the Bylaws.  The Secretary shall send written notice of the proposed amendment to the membership at least twenty (20) days in advance of such a meeting. 

 

Section 3.  Once a quorum has been established, an affirmative vote of two-thirds of the voting members present shall be required to adopt any Amendment.

 

Section 4.  Three (3) permanent copies of the Bylaws shall be maintained as follows:

 

  1. One copy shall be kept by the President and be delivered to the successor in office.

 

  1.  One copy shall be kept by the Secretary together with the Minutes and shall be delivered to the successor in office.

 

  1.  The third copy shall be kept by the Executive Director of KNOXVILLE JEWISH ALLIANCE, INC. in the office of KNOXVILLE JEWISH ALLIANCE, INC. and may be seen by any current member of  KNOXVILLE JEWISH ALLIANCE, INC. on request.

 

  1.  Any future amendments to the Bylaws shall be written in triplicate and one copy shall be delivered to each of the above named persons.  All amendments shall be noted on the Minutes in full, the Bylaws duly corrected and date of amendment noted on all copies.

 

  1.  Official copies of this Bylaws shall be properly authenticated by the signature of the President and the Secretary of KNOXVILLE JEWISH ALLIANCE, INC.

 

 

ARTICLE XIV - BENEFICIARY AGENCIES

 

The Board of Directors may require each organization receiving funds allocated by KNOXVILLE JEWISH ALLIANCE, INC. to submit information concerning finances, programs, and such other information and data as it, or its delegated committee, deems appropriate.

 

 

ARTICLE XV - AUTHORIZATION OF EMERGENCY EXPENDITURES

 

The Board of Directors shall establish guidelines each year, at the first meeting after the annual meeting, to enable officers or other duly designated persons to make disbursements or extend loans as may be required on an emergency basis.

 

 

ARTICLE XVI - RECORDS OF THE ORGANIZATION

 

Section 1.  All records and minutes of this corporation shall be kept in the office of  KNOXVILLE JEWISH ALLIANCE, INC. and shall be open to any member upon request at such reasonable times as determined by the keeper of such records subject to resolutions or rules adopted by the Board of Directors, as the case may be.

 

Section 2.  KNOXVILLE JEWISH ALLIANCE, INC. will keep correct and complete books and records of account.  The books and records include:

 

A.        A file-endorsed copy of all documents filed with the Tennessee Secretary of State relating to KNOXVILLE JEWISH ALLIANCE, INC., including but not limited to the articles of incorporation, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent.

 

B.        A copy of all Bylaws, including these Bylaws, and any amended versions or amendments to them.

 

C.        Minutes of the proceedings of the members, Board, and committees having any of the authority of the Board.

 

D.        A list of the names and addresses of the members, Directors, Officers, and any committee members of KNOXVILLE JEWISH ALLIANCE, INC.

 

E.          A financial statement showing KNOXVILLE JEWISH ALLIANCE, INC.’s assets, liabilities, and net worth at the end of the three most recent fiscal years.

 

F.          All rulings, letters, and other documents relating to KNOXVILLE JEWISH ALLIANCE, INC.’s federal, state, and local tax status.

 

G.          KNOXVILLE JEWISH ALLIANCE, INC.’s federal, state, and local tax information or income-tax returns for each of KNOXVILLE JEWISH ALLIANCE, INC.’s three most recent tax years.

 

Section 3.  Any Director, Officer, or any other member, upon approval of the Executive committee of KNOXVILLE JEWISH ALLIANCE, INC. may inspect and receive copies of all the corporate books and records required to be kept under the Bylaws.  Such a person may, by written request, inspect or receive copies if he or she has a proper purpose related to his or her interest in KNOXVILLE JEWISH ALLIANCE, INC.  He or she may do so through his or her attorney or other duly authorized representative.  The inspection may take place at a reasonable time, no later than five working days after KNOXVILLE JEWISH ALLIANCE, INC. receives a proper written request.  The Board may establish reasonable copying fees, which may cover the cost of materials and labor.  KNOXVILLE JEWISH ALLIANCE, INC. will provide requested copies of books or records no later than five working days after receiving a proper written request.

 

Section 4.  Any member may have an audit conducted of KNOXVILLE JEWISH ALLIANCE, INC.’s books.  That member bears the expense of the audit unless the members of KNOXVILLE JEWISH ALLIANCE, INC. vote to authorize payment of audit expenses.  The member requesting the audit may select a licensed accountant or licensed accounting firm to conduct it.  A member may not exercise these rights so as to subject KNOXVILLE JEWISH ALLIANCE, INC. to an audit more than once in any fiscal year.

 

 

ARTICLE XVII - MISCELLANEOUS PROVISIONS

 

Section 1.  These Bylaws will be construed under Tennessee law, including, but not limited to, Tennessee Code Annotated § 48-58-101, et seq.  All references in these Bylaws to statutes, regulations, or other sources of legal authority will refer to the authorities cited, or their successors, as they may be amended from time to time.

 

Section 2.  To the greatest extent possible, these Bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit KNOXVILLE JEWISH ALLIANCE, INC.’s.  If any bylaw provision is held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability will not affect any other provision, and the Bylaws will be construed as if they had not included the invalid, illegal, or unenforceable provision.  These Bylaws shall be subject and subordinate to the Articles of Incorporation (a/k/a Charter of Incorporation) or KNOXVILLE JEWISH ALLIANCE, INC., as amended from time to time.  In case of conflict, the Articles of Incorporation shall govern.

 

Section 3.  The headings and subheadings used in the Bylaws are for convenience and may not be considered in construing the Bylaws.

 

Section 4.  All singular words include the plural, and all plural words include the singular.  All masculine words include the feminine, and all feminine words include the masculine.

 

Section 5.  The Board of Directors may provide for a corporate seal.

 

Section 6.  A person may execute any instrument related to KNOXVILLE JEWISH ALLIANCE, INC. by means of a power of attorney if an original executed copy of the power of attorney is provided to the Secretary to be kept with the corporate records.

 

Section 7.  The Bylaws will bind and inure to the benefit of the members, Directors, Officers, committee members, employees, and agents of KNOXVILLE JEWISH ALLIANCE, INC. and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as the Bylaws otherwise provide.

 

Amended Sunday, December 6, 2020.