July 8, 2010
News

Registration and Constitution of the Zionist Organization of America



 



  


As Amended by the


 


68th Annual National ZOA Convention, New York, N.Y., 1965


 


71st Annual National ZOA Convention, Washington, D.C., 1968


 


72nd Annual National ZOA Convention, Los Angeles, CA, 1969


 


76th Annual National ZOA Convention, Houston, Texas, 1973


 


78th Annual National ZOA Convention, Chicago, IL, 1975


 


79th Annual National ZOA Convention, New York, N.Y., 1976


 


80th Annual National ZOA Convention, Israel, 1977


 


85th National ZOA Convention, Baltimore, MD, 1986


 


87th National ZOA Convention, Miami, FL, 1989


 


90th National ZOA Convention, New York, N.Y., 1995


 


91st National ZOA Convention, New York, N.Y., 1998


 


93rd National ZOA Convention, New York, N.Y., 2002


 


95th National ZOA Convention, New York, N.Y., 2006


 


96th National ZOA Convention, New York, N.Y., 2010


 


 


 



PREAMBLE


 


We, Zionists of the United States of America, in order to promote the ideals of Zionism and Zionist activities in the United States, and to further the objectives and purposes hereinafter set forth, do ordain and establish this Constitution.


 


 


ARTICLE I


NAME


 


The name of this Organization shall be: Zionist Organization of America.


 


 


ARTICLE II


OBJECTIVES AND PURPOSES


 


The objectives and purposes of the Organization are as follows:


 


a)         To implement the aims and intents of the Basle and Jerusalem Programs in fostering and strengthening the concept of Jewish renaissance through the rebirth of Israel as a nation in its ancient homeland; to strive for the survival of Judaism wherever Jews may be, and particularly in the United States of America.


 


b)         To aid in the further development of the State of Israel as the home of the Jewish people and the spiritual and cultural center of Jewish life.


 


c)         To foster among its members, and particularly among Jewish youth, the objectives and ideals of Judaism, through a program of Jewish education, and the study of Hebrew culture and language and to strengthen the spiritual unity of the Jewish people.


 


d)         To build a bridge of understanding between the Jewish people of the United States and the Jewish people in other countries, and especially in Israel.


 


e)         To gather and spread information among its members and the public at large, with respect to happenings and events that may affect the Jewish people.


 


f)          To foster and encourage among its members an abiding appreciation for the democratic way of life in the United States of America and the ideals upon which it is grounded.


 


 


ARTICLE III


INCORPORATION AND


NON-PROFIT STATUS


 


The Zionist Organization of America is a membership corporation incorporated by Special Act of the Legislature of the State of New York and is not organized for pecuniary profit.


 



ARTICLE IV


AFFILIATED ORGANIZATIONS


 


Jewish organizations which shall subscribe to the program of the Zionist Organization of America may be chartered as Affiliated Organizations by the National Board of Directors, hereinafter referred to as the Board of Directors or the Board, upon such terms and conditions and with such rights, privileges, powers and obligations as the Board of Directors shall prescribe pursuant to the procedures set forth in Article VI.


 


 


ARTICLE V


MEMBERSHIP


 


Section 1


 


Every Jew, male or female, 18 years of age and over, residing in the United States of America or in its territorial possessions, who shall subscribe to the program of the Zionist Organization of America and agrees to abide by its Constitution and by-laws, and its objectives, purposes and program, may become a member of the Zionist Organization of America.


 


Section 2


 


The Board of Directors, in its discretion may create other classes of membership with or without voting rights.


 


Section 3


 


All members, within the same classification, shall have equal rights and privileges.


 


 


ARTICLE VI


DUES


 


Section 1


 


a)         Membership dues of the Zionist Organization of America shall be established pursuant to the procedures and provisions of Subsection d) following, and in accordance with any by-laws adopted by the Board of Directors.  Upon payment of membership dues, a member may elect to include a spouse and dependent children 18 years and over residing in the same household.


 


b)         All Life Memberships heretofore created shall continue in full force and effect, and shall include husband and wife. No new Life Memberships shall be established, unless authorized by resolution of the Board of Directors.


 


c)         Dues of Affiliated Organizations shall be established by the Board of Directors, with the proviso that the Affiliated Organization will enroll its entire membership in the Zionist Organization of America.


 


d)         Dues may be changed upon resolution of the Board of Directors, provided that not less than thirty (30) days’ notice is given prior to the meeting regarding such resolution, and that any such change shall not be effective for at least forty-five (45) days following adoption of such resolution.


e)         The Board of Directors may establish by resolution, such provisions as are deemed necessary to enforce the collection of dues, including provisions for the termination of membership, upon reasonable notice, for non-payment of such dues, and provisions for reinstatement of membership.


 


 


ARTICLE VII


FUNDS AND OTHER ASSETS


 


Section 1


 


a)         All funds, including dues, raised or collected for or by the Zionist Organization of America by any Region or District or by any person or other entity acting on behalf of, or under the guise or color or implicit representation of, the National Organization or any of its Regions or Districts, shall become the property of the Zionist Organization of America through its National Organization immediately upon collection thereof, and such funds shall either be remitted immediately to the National Organization at its National Organization Office or be placed at its disposal, in accordance with the National Organization’s written instructions.


 


b)         All other assets acquired for or by the Zionist Organization of America by any Region or District or by any person or other entity acting on behalf of, or under the guise or color or implicit representation of, the National Organization or any of its Regions or Districts, shall become the property of the Zionist Organization of America through its National Organization immediately upon such acquisition. These assets shall include, but are not limited to, all membership, donor, planned giving and potential donor lists containing the names, and all contact and financial information available for each such name. This information shall be kept confidential, to be shared only with the National Organization, via the National Executive Director.


 


Section 2


 


The Zionist Organization of America shall not sell, mortgage or lease any real property, unless authorized by the vote of a majority of the entire Board of Directors.


 


Section 3


 


a)         Subject to any specific limitations set forth in applicable law, the  Board of Directors may invest all or any part of the organizational funds in any real or personal property deemed advisable by the  Board, whether or not it produces a current return,  including, but not limited to, mortgages, stocks, bonds, debentures, and other securities of profit or not-for-profit corporations, shares in or obligations of associations, partnerships, or individuals, and obligations of any government or subdivision or instrumentality thereof.


 


b)         The Board of Directors may further invest all or any part of the organizational funds in      any other pooled or common fund available for investment including, but not limited to,            shares or interests in regulated investment companies, mutual funds, common trust funds,                investment partnerships, real estate investment trusts, or similar organizations in which     funds are commingled and investment determinations are made by persons other than the                    Board of Directors.


 


 


 


 


 


 


Section 4


 


a)         Subject to the limitations contained in applicable law, the Board of Directors may delegate to its Standing Investment Committee, the authority to act in place of the Board in the investment and reinvestment of all organizational funds.


 


b)         In carrying out its functional mandate, the Investment Committee, acting on behalf of the Board of Directors, shall have the authority to contract with independent investment advisors, investment counsel or managers, banks, or trust companies so to act, and shall


have the power to authorize the payment of compensation for investment advisory or


            management services, advisors, investment counsel or managers, banks or trust


            companies so to act.


 


            c)        Each contract pursuant to which authority to the Investment Committee is so delegated                                          shall provide that it may be terminated by the Board of Directors at any time, without                                penalty, upon not more than sixty (60) days’ notice.


 


Section 5


 


a)         The Board of Directors shall apply all assets received for any purpose or purposes specified in any gift instrument that may be given, granted, bequeathed or devised to the Zionist Organization of America, to the purpose or purposes so specified, and to the payment of the reasonable and proper expenses of administration of such assets.


 


b)         The Board of Directors shall cause accurate accounts to be kept of such assets separate and apart from the accounts of other assets of the organization. Unless the terms of the particular gift instrument provide otherwise, the Treasurer shall make an annual report to the Board of Directors concerning the assets held under this Section and the use made of such assets and of the income thereof. 


 


 


ARTICLE VIII


DISTRICTS AND GROUPS


 


Section 1


 


Any Group of not less than 25 dues-paying members of the Zionist Organization of America in good standing may apply for a Charter as a District from the Board of Directors. The application for a Charter shall be filed with the Secretary of the Zionist Organization of America.


 


A copy of the application shall be submitted by the Secretary to the appropriate Region for recommendation, and the Secretary shall submit the application together with the recommendation, if any, to the Board of Directors for approval.  Upon approval, a Charter shall be forthwith issued to the District.


 


 


 


 


 


 


Section 2


 


Each District shall adopt by-laws, elect officers and administer its affairs in accordance with this Constitution, and in accordance with the by-laws of the Region in which it is located, which shall be consistent with this Constitution and the by-laws of this Organization.


 


Section 3


 


Each District is charged with the responsibility for holding regular meetings, and with the duty of executing the resolutions and programs of the National Administration and its Region.  No District may engage in any activities inconsistent with such resolutions or programs.


 


Section 4


 


Districts presently chartered shall not be required to obtain a new Charter, but shall be required by the Board of Directors to be consistent with the provisions of this Constitution.


 


Section 5


 


Any group of less than 25 dues paying members shall be considered a Chavurah of the Region.  Such members shall be credited to the membership record of the Region by the Board of Directors until such time as it meets the requirements of the formation of a District.


 


 


ARTICLE IX


REGIONS


 


Section 1


 


The Board of Directors shall have the power to charter any group of Districts, as defined in Article VIII herein, located in a given territory, as a Region.  Any such group of Districts may apply to the Board for such a Charter.  The Board of Directors shall also have the power to change Regional lines and boundaries.


 


Section 2


 


All Districts and Chavurahs are subject to the supervision and control of the Regions in which they are located, provided that their activities are consistent with the resolutions and programs of the National Administration.


 


Section 3


 


Each Region is charged with the duty of executing the resolutions and programs issued by the National Administration and with coordinating the activities of its Districts in order to implement such resolutions and programs.  No Region may engage in any activities inconsistent with such resolutions or programs.


 


Section 4


 


Each Region shall have the fullest measure of responsibility in the conduct of Zionist affairs in its territory provided that its activities are consistent with the resolutions and programs of the Zionist Organization of America and subject to the control and supervision of the Board of Directors, as provided in this Constitution and in the by-laws of the Zionist Organization of America.


 


 


 


 


ARTICLE X


CONVENTION


 


Section 1


 


The Convention shall be the supreme legislative body of the Zionist Organization of America and except as hereinafter specifically set forth, shall elect the National Officers hereinafter provided.


 


Section 2                                                                                                          


 


The Convention shall meet at a time and place fixed by the Board of Directors that shall not be more than 51 months after the previous Convention, except as otherwise provided by Board resolution, and whether such previous Convention was held in regular or special session. Written notice thereof shall be given to Regions, Districts and Affiliated Organizations at least three (3) months in advance, except as otherwise provided by  Board resolution.


 


Section 3


 


Each Region shall be entitled to one delegate to the Convention for each 25 paid-up members, and major fraction thereof.  The Board of Directors may increase the unit of representation from 25 paid-up members, and major fraction thereof.  No increase in the unit of representation shall be effective unless approved by the Board of Directors not later than six weeks prior to the opening date of the Convention.


 


Section 4


 


Each Region shall also be entitled to one delegate for each 500 paid-up members, and major fraction thereof, but in no event less than one delegate.


 


Section 5


 


Members of any District in a Region may be elected as delegates to the Convention of their District, of any other District in the Region, or of their Region itself.


 


Section 6


 


Delegates to the Convention shall be elected only by paid-up members.


 


Section 7


 


No member shall be elected as a delegate to the Convention or be eligible to serve as an Officer of the Zionist Organization of America, unless he/she has been a member of record of a District for at least six months prior to the election and at the time of election is a paid-up member.


 


Section 8


 


The Board of Directors shall establish rules in the by-laws of the Organization for the election of delegates and their alternates.


 


Section 9


 


A quorum shall consist of one-third of the total number of delegates registered at the Convention.


 


Section 10


 


All decisions of the Convention, unless otherwise provided for herein, shall require a majority vote of those present and voting.


 


Section 11


 


The Convention shall elect its Officers, appoint Ad Hoc Convention Committees, and adopt rules for its procedure.


 


Section 12


 


The National President, with the consent by vote of the Board of Directors pursuant to Section 7 of Article XIII of this Constitution, shall have the right to call a special session of the Convention at any time upon such notice to the Regions, Districts and Affiliated Organizations as he/she may deem necessary.  Such special sessions shall be composed of the delegates who had been elected to the Convention preceding such call.


 


Section 13


 


In order to be eligible to be a candidate for the position of National President, or Chair of the Board of Directors, an individual must notify, in writing, the Chair of the Board of Directors of that intent, not less than sixty (60) days prior to the date of the National Convention at which those National Officers are to be elected.


 


 


ARTICLE XI


NATIONAL ADMINISTRATION


 


The Administration of the Zionist Organization of America shall be vested in its National Officers, hereinafter to be referred to as Officers, and in the Board of Directors.  The National Administration shall be served by a National Advisory Council, which shall consist of up to fifteen (15) members, headed by a Chair and Associate Chair. The scope of authority and responsibility of the National Advisory Council, and the terms and conditions of membership on such Council, including but not limited to means of entry, terms of office and vacancies, shall be contained in the by-laws of the Zionist Organization of America authorized by this Constitution.  


 


 


ARTICLE XII


OFFICERS


 


Section 1


 


1.       The Officers shall be:  A National President; up to twenty National Vice-Presidents; Chair, two Vice-Chairs and an Associate Chair of the  Board of Directors; Secretary; Treasurer; Associate Treasurer; Chair and Associate Chair of all Standing Committees. Honorary Officers shall be Chair and Associate Chair of the National Advisory Council; Honorary President; and such number of Honorary Vice-Presidents as the Board of Directors, within its discretion, shall determine.


 


 


 


 


Section 2


 


a)         Except as otherwise provided by Article XIII, Section 4 of this Constitution, all Officers (except Chair and Associate Chair of all Standing Committees and all Honorary Officers) shall be elected at the Convention.  All Officers shall hold office until either their successors in office have been elected, or they have been removed, or they voluntarily retire from office. Honorary Officers shall hold office as described in the by-laws of this Organization.


 


b)         Any Officer elected or appointed by the Board of Directors may be removed by such Board with or without cause. An Officer elected at the Convention may not be removed during his/her term of office, except as provided in Subsection c), but the authority to act as an Officer may be suspended by the  Board for cause.


 


c)         A Court action to procure a judgment removing an Officer for cause may be brought by the NYS Attorney-General, or by any Board member. The Court may bar from re-election or reappointment any Officer so removed for a period fixed by the Court.


 


 


 


Section 3


 


a)         During the absence or disability of the National President, the duties of such President shall be performed by a person designated by such President, provided that such designee shall be an Officer other than an Honorary Officer. Should the National President fail or be unable to designate such person, then such person shall be elected as a designee by a vote of the Board of Directors, stipulated in the by-laws of this Organization, and shall likewise be an Officer other than an Honorary Officer in order to qualify as a candidate for this office.


 


b)         The Officers shall have such duties as usually inhere in their respective offices or as may be prescribed by the Board of Directors.


 


Section 4


 


Except as otherwise stated in this Constitution, no  member of the  Board of Directors or any of its Standing Committees shall receive compensation for services as such  member.


 


 


ARTICLE XIII


THE BOARD OF DIRECTORS


 


Section 1


 


The Board of Directors shall be the supreme governing body between Conventions, except only


 as otherwise provided in this Constitution. Board members shall discharge the duties of their


 respective positions in good faith and with that degree of diligence, care and skill which


 ordinarily prudent persons would exercise under similar circumstances in like positions. The


 Board of Directors shall, either directly or via its appointed Standing Committees, as appropriate:


 


a)         administer and direct the affairs of the Organization;


b)         execute all resolutions of the Convention;


c)         establish and promulgate by-laws, rules and regulations for the governing of the Organization;


d)         supervise the activities of the Regions, Districts and Chavurahs, promulgate rules and regulations for their governing, operation and program, inspect and audit their books of account and financial records and approve and revise their constitutions and by-laws.


 


Section 2


 


The Board of Directors shall consist of the following:


 


a)         All elected and appointed Officers other than Honorary Officers;


 


b)         Up to 16 members who shall be elected by the Board;


 


c)         Up to 30 members who shall be appointed by the National President.


 


Section 3


 


The term of office of Board members who are appointed either by the National President or by the Board of Directors shall not exceed five (5) years, and shall not be eligible to further succeed to the same position without the lapse of at least one (1) full year. All other Board members who are elected, either as Officers at the Convention, or elected as Board members by the Board, shall not be subject to this term limit.


 


Section 4


 


Vacancies occurring among members of the National Officers and the Board of Directors shall be filled as follows:


 


a)         Vacancies in the elected ranks of the National Officers shall be filled by the Board, via an elective process stipulated in the by-laws.


 


b)         Vacancies in the elected members of the Board of Directors shall be filled by such Board, via an elective process stipulated in the by-laws.  Vacancies in the members of the Board appointed by the National President shall be filled by appointment by such President.


 


Section 5


 


a)            A member of the Board of Directors who fails to attend three (3) successive meetings      without excuse acceptable to the Board       may be removed by such Board.


 


b)            Any  Board member may be removed for cause by a vote of such Board,


provided there is a quorum of not less than a majority present at the meeting of the


Board of Directors at which such action is taken.


 


c)         An action to procure a judgment removing a Board member for cause may be brought by the New York State Attorney-General. The court may bar from re-election any Board member so removed for a period fixed by the court.


 


 


 


Section 6


 


a)         The Board of Directors shall meet at least three (3) times a year, each to be held at a time and place established by such Board. A special meeting may be called at any time by the Chairman of the Board, the National President or any other three (3) Officers, or as determined by the Board of Directors as provided in the by-laws of this Organization. A majority of the  Board members present, whether or not a quorum is present, may adjourn any meeting to another time and place, and notice of such adjournment shall be given to all  Board members, whether or not they were in attendance at the adjourned meeting.


 


b)         Regular meetings of the Board of Directors may be held without notice if the time and place of such meetings are fixed by the by-laws or the Board. Special meetings of the Board of Directors shall be held upon notice to its members. Communication to each Board member via at least two modes shall constitute notice of the meeting, and such notice shall specify the purpose of any regular or special meeting of the Board.  


 


Section 7


 


a)         A quorum of any Board  of Directors meeting shall be a number equivalent to at least five (5) members plus one additional member for every ten (10) members (or fraction thereof) in excess of fifteen (15). The vote of a majority of the Board members present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors.


 


b)         Any one or more members of the Board of Directors or any of its Standing Committees may participate in a meeting of such Board or Committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.


 


Section 8


 


The Board of Directors shall have the power, for cause, to suspend or revoke the Charter of, and dissolve or reorganize, any Region or District, but such action shall be taken only after a hearing and upon written notice to the affected party.  The party affected may appeal such action to the Board within thirty (30) days after receipt of written notice thereof, and the determination of the Board shall be final and conclusive. Pending the determination of such appeal by such Board, the Charter of the affected party shall be deemed suspended.  The Board of Directors shall formulate rules of procedure under this section for inclusion in the by-laws of this Organization.


 


Section 9


 


a)         The Board of Directors shall have the power, via the adoption of a resolution by either a majority of the entire Board, or by two-thirds of those Board members in attendance (provided there is a quorum present) at the meeting during which the vote on such resolution is taken, to establish Standing Committees to assist in its governance of the Zionist Organization of America in accordance with appropriate by-laws of this Organization.


 


b)         Each such Committee shall consist of three or more Board members, and each shall, to the extent provided in the resolution, have all the authority of the Board of Directors, except that no such Committee shall have authority as to the following matters:


 


            1)         The filling of vacancies in the Board of Directors or any Committee.


 


            2)         The amendment or repeal of the Organization’s by-laws or the adoption of new                by-laws.


 


3)         The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.


 


c)         Each such Committee of the Board shall serve at the pleasure of such Board, and such Board may designate one or more of its own members as alternate members of any Standing Committee, who may replace any absent members at any meeting of such Committee.


 


Section 10


 


The Board of Directors shall regulate the election of delegates or alternates to the World Zionist Congress and to all other conferences.


 


Section 11


 


The Board of Directors has the right to determine if the National President should receive compensation for his/her services as National President, provided, that no National President shall receive such compensation unless such person works full time for the Zionist Organization of America as National President and has no other paid position or employment.


 


 


ARTICLE XIV


COURT OF HONOR


 


There shall be elected at each Convention a Court of Honor consisting of five members to hear and determine all questions submitted to it by the Board of Directors or the Convention, relating to the honor or discipline of any member or Officer.  The power of the Court and the rules of procedure governing it shall be fixed by the Board, and incorporated into the Organization’s by-laws.  Members of the Court of Honor shall be invited to all meetings of the Board of Directors. Vacancies on the Court of Honor shall be filled by the Board of Directors, via an elective process stipulated in the Organization’s by-laws. Such individuals so elected shall serve out the term of the vacated position on the Court of Honor until the next Convention.


 


           


ARTICLE XV


AMENDMENTS


 


Section 1


 


This Constitution may be amended as follows:


 


a)         Upon recommendation of the  Board of Directors, or upon a petition signed by at least 250 members in good standing, by a two-thirds vote of the delegates voting at a regular or special session of the Convention, provided written notice of the proposed amendment is first given to each Region, District, Chavurah, and Affiliated Organization at least 45 days before such session, and the proposed amendment is then published in an official publication of the Organization at least 30 days before such Convention;


 


b)         Or without prior notice, by a two-thirds vote of all the registered delegates at such Convention;


 


c)         Or as required by federal, state or local law or regulation.


 


Section 2


 


By-laws not in direct conflict or not inconsistent with the Constitution shall continue in full force and effect. All future by-laws must be adopted by the Board of Directors in accordance with appropriate voting procedures, in compliance with federal, state and local law or regulation.


 


 


ARTICLE XVI


REPEAL


 


The Constitution heretofore enacted is hereby repealed.