CONSTITUTION AND BYLAWS
BRANDEIS ISRAEL PUBLIC AFFAIRS COMMITTEE
NAME, PURPOSE, AND NON-EXCLUSIVITY
- Name. The name of the organization is the Brandeis Israel Public Affairs Committee.
- Purpose. To strengthen and maintain the U.S.-Israel relationship through involvement in the legislative and electoral processes, and on campus outreach.
- Non-exclusivity. The organization is open to all members of the Brandeis Community, and does not discriminate against members on the basis of sex, race, religion, sexual orientation class, age, nationality, or physical ability.
1. Principal Office. The principal office of the organization and such other offices as it may establish shall be located at such place or places, either within or without the Commonwealth of Massachusetts, as may be designated by the Executive Board.
1. Members. The organization has an all-comers policy, denoting that any person of the Brandeis community is welcome as a member. Any person who attends a minimum of three meetings per semester is designated a member of the organization. However, those eligible to vote need to have attended a minimum of fiver meetings per annum.
1. General Powers and Duties. Management of the affairs of the organization shall be vested in its Executive Board. The Executive Board shall possess, and may exercise, any and all powers granted to the organization, subject to the limitations set forth in the Articles. Executive board members are expected to attend a minimum of 80% of all meetings, and events sponsored by BIPAC.
2. Number. The number of executive board officers shall be fixed by resolution of the Executive Board, but shall not be fewer than one (1).
3. Residency. Members of the Executive Board need not be residents of the Commonwealth of Massachusetts, but must be either part-time or full-time undergraduate students at Brandeis University.
4. Terms; Election. Executive Board members shall serve one (1) year terms, beginning with the elections at the end of the academic year until the elections at the end of the following academic year. Otherwise, the term of office of any board member shall terminate upon the effective date of his or her resignation, which may be made at any time by giving notice thereof in writing to the President of BIPAC; upon his or her death; or upon a vote of a majority of the entire Board to remove him or her from office. New Board members shall be appointed to the Board by the majority vote of the remaining members of the Board, even if less than a quorum is present. A member may succeed him or herself.
5. Quorum. A majority of the entire membership of the Executive Board as fixed in these Bylaws shall constitute a quorum for the transaction of any business. In the absence of a quorum, a majority of those members present may adjourn the meeting. When a quorum is once present to organize a meeting, it is not broken by the subsequent departure of one or more executive board members from the meeting, provided that at least one quarter of the board is present at all times. The affirmative vote of a majority of the directors present at a Board meeting at which a quorum is present shall be necessary and sufficient to the making of decisions by the Board, except as a larger vote may at any time be otherwise specifically required by law or these Bylaws. If there is a tie in the voting, the President of the organization shall decide the outcome. Despite already having voted, the President is permitted to cast an additional tie-breaking vote to decide outcomes.
6. Meetings. A bi-annual meeting of the Executive Board shall be held at a time and place to be determined by the President. Special meetings of the Executive Board may be called by the President, or by the Secretary upon the written request of a majority of the Board. Regular or special meetings may be held either within or without the Commonwealth of Massachusetts.
7. Unanimous Consent. Any action required or permitted to be taken at a meeting of the Executive Board may be taken without a meeting, provided all Executive board members consent in writing and set forth in the same writing the action or decision taken or made. Consent in writing shall have the same force and effect as a unanimous vote, and may be described as such in any document executed by or on behalf of the organization.
8. Teleconferencing. One or more Executive board members may participate in a meeting by means of a conference telephone or similar communications equipment through which all Executive board members participating in the meeting can speak to and hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
1. Offices. The executive officers of the organization shall consist of a President, a Vice President, a Treasurer, a Secretary, a Campus Engagement Coordinator and such other officers and assistant officers as the Executive Board may from time to time elect. The duties of any such officers and assistant officers shall be fixed by the Executive Board, or by the President.
2. Terms. The officers shall be elected by all members of BIPAC in a special election meeting and shall hold office for a term of one (1) year from the effective date of their election. An individual may serve as an Officer for succeeding terms without limitation. The term of office of any officer shall terminate upon the effective date of his or her resignation submitted in writing to the Executive Board; upon his or her death; or upon a majority vote of the Board to remove him or her from office. Any vacancy among the officers shall be filled by the Executive Board.
3. Qualifications. Officers may, but need not be, Executive board members of the organization. Any two or more offices may be held by the same person.
4. General Powers and Duties. The duties and powers of the Officers of the organization shall be as provided in these Bylaws or (except to the extent they are inconsistent with these Bylaws) shall be those customarily exercised by organizational officers holding such offices.
5. President. The President shall act as the chief elected officer of the organization, shall chair all meetings of the Executive Board, shall supervise all of the affairs of the organization in accordance with policies and directives approved by the Executive Board, and shall perform such other duties as the Executive Board may from time to time prescribe. The President shall have the power to change the registered agent and registered office of the organization. The President shall supervise and administer the elections each year for each position. The Vice President shall administer elections only if the President is absent or is seeking a specific position. In that case, the Vice President will supervise elections only for the position that the President is seeking.
6. Vice President. The Vice President shall serve as the de facto chief elected officer of the organization whenever the President is not present. The Vice President shall perform any duties prescribed to the President when the President is not present. Additionally, the Vice President shall serve as the chief advisor to the President.
7. Secretary. The Secretary shall record or cause to be recorded all votes and minutes of all proceedings of the Executive Board in a book to be kept for that purpose. He or she shall give or cause to be given notice of all meetings, where required. The Secretary shall compile a monthly assessment of events, accomplishments, and future activities BIPAC plans to hold. The Secretary shall chair the Publicity Committee, and shall perform such other duties as may be prescribed by the Board of Directors or the President.
8. Treasurer. The Treasurer shall keep full and accurate account of the receipts and disbursements of the organization, and shall deposit or cause to be deposited all moneys and other assets in the name and to the credit of the organization in such depositories as may be designated by the Executive Board. He or she shall disburse or cause to be disbursed corporate funds, making proper vouchers for such disbursements, and shall render to the President and the Board, once a month and upon request, an accounting of all his or her transactions as Treasurer and of the financial condition of the organization. He or she shall also perform such other duties as the Executive Board may prescribe
9. Campus Engagement Coordinator. The Campus Engagement Coordinator (CEC) is primarily responsible for maintaining BIPAC’s presence on campus. The CEC shall establish and maintain contact with other student and club leaders on the Brandeis University campus, maintain good relations with the other Israel clubs, and spearhead efforts to create the annual student leadership statement. He or she shall perform such other duties as the President may prescribe.
10. Inspections. Both the Secretary and Treasurer shall permit any Executive board member his or her duly authorized attorney to inspect all books and records of the organization, for any proper purpose at any reasonable time.
1. Fiscal Year. The annual accounting period of the organization shall be determined by the President, with consultation from the Treasurer.
2. Checks. All checks, drafts, or other orders for the payment of money shall be signed by the President, or the Treasurer with permission from the President of the Executive Board.
3. Contracts. All contracts, notes or other evidences of indebtedness, and leases of space for the organization shall be signed by the President of BIPAC.
1. Amendments to Bylaws. The Bylaws may be altered or amended, or new Bylaws adopted, at any meeting of the Executive Board, by a vote of a majority of the Executive board members in office, if due notice is given of the intention to take such action at such a meeting.
2. Amendments to Articles. The Articles of the organization may be altered or amended, or new Articles adopted, at any meeting of the Executive Board, by a vote of a majority of the Executive Board in office, if due notice is given of the intention to take such action at such meeting.
1. Liability. To the fullest extent permitted by law, no Officer or Executive board member shall be personally liable to the organization or any third party for monetary damages for breach of fiduciary duty. Nothing herein, however, shall limit the liability of any Officer or Executive board member for gross negligence or misconduct, which shall be defined as any (a) act or omission in bad faith, or which constitutes a knowing violation of law, or (b) any transaction from which the Officer or Executive board member derived a fraudulent or otherwise improper personal or business benefit