Baltimore Jewish Council Inc

“Board of governors 1. Governance and oversight. The business and affairs of the council shall be managed under the direction and control of the board of governors (the "board of governors"). The board of governors shall have all governance and oversight responsibility and all authority for the council, and, as contemplated by subtitles 4 and 5 of title 2 of the corporations and associations article of the annotated code of maryland, all powers of the council may be exercised by or under authority of the board of governors, except as expressly conferred on or reserved to the board of directors by these bylaws. 2. Members of board of governors. The board of governors shall consist of up to nine (9) persons ("governors"), which number may be increased or decreased by the board of governors. The governors serving on the board of governors shall include: a. Officers of the council (including the executive director, but not including assistant officers, if any, as described in article vi) (being not more than six (6) persons); b. The immediate past president of the council; and c. Up to two (2) "governors-at-large, or such other number as set by the board of governors.”

“The members of the organization are the board of directors. The members consist of a) all the members of the board of governors, and b) persons appointed by the board of governors in the following categories: 1) the chair or a representative of each standing committee, 2) one director from each of the established rabbinic organizations, 3) one representative of each member organization that is not a congregation, 4) not more than nine (9) representatives of member organizations that are congregations, but no more than three (3) of which shall represent any one religious movement, and 5) not more than fifteen (15) persons to serve as at large members of the board of directors. All members have the same voting rights.”

“The members of the organization (board of directors) elect the board of governors that serve as the governing body of the organization.”

“The members of the organization (board of directors) shall have the following functions: a) approve amendments to the bylaws, b) approve the admission of new members, c) elect directors to the board of directors, d) elect the council's board of governors, e) approve the election of the officers of the council, f) provide input to the board of governors concerning matters pertaining to the council's mission and goals, g) approve any changes proposed and presented by the board of governors to the mission and goals, h) provide input and recommendations regarding the council's policies, i) approve any changes proposed and presented by the board of governors regarding the council policies, including the adoption of new policies or the elimination of existing policies, j) bring to the council the views of their respective member organization and the community at large, and k) communicate information from the council to their respective member organizations and to the community at large.”

“The 990 is reviewed by the executive director and board of governers. The 990 is provided through a secure website to the entire board of directors prior to filing with the irs.”

“With respect to any proposed contract or other transaction (other than an allocation or grant to a beneficiary agency or other charitable organization made in furtherance of bjc's exempt purposes) between bjc and one or more key individuals, family members, or related entities for authorization, approval or ratification, the following rules shall apply: full disclosure, in writing, of the relationship or interest shall be made by the key individual to the president (for bjc) and to the chairman of any committee acting on the contract or transaction, prior to discussion or action on such contract transaction. Staff members shall disclose, in writing, any possible conflict of interest for themselves or their immediate families to their supervisor; the contract or transaction shall be considered properly authorized, approved or ratified only if there is a favorable vote of a majority of the appropriate decision making body of bjc present and voting at such meeting. The person having a conflict shall vacate the room (if requested) in which the matter is being voted upon and shall not participate in the final deliberation or decision regarding the matter, other than to be available to present factual information or respond to questions; the key individual who has such a relationship or interest shall not be counted in determining the existence of a quorum for the purpose of voting upon the contract or transaction at any meeting; and the minutes of the meeting shall reflect the conflict disclosure was made, the vote taken and, where applicable, the abstention from voting and participation of the key individual.”

“Financial statements, organizational documents and conflict of interest policy are available upon request for the same period of disclosure as set forth in section 6104(d).”