NAORRR
CONSTITUTION
AND
BY-LAWS
​AND FUND
AGREEMENTS

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NAORRR Constitution and By-Laws
(Amended January, 2015)


PREAMBLE
In the spirit of our Jewish Tradition which honors the process of aging, we members of the CCAR having reached the age of retirement and being conscious of both the privileges and problems of our older years, have established this organization so that we might come together to learn, socialize, share experiences and strengthen each other.

Article 1: Name
The Organization shall be known as the National Association of Retired Reform Rabbis (NAORRR), a region of the Central Conference of American Rabbis (CCAR).

Article 2: Purpose
Our purpose, in keeping with that which is set forth in the Preamble, shall be to provide support and advocacy for and to foster chevruta among retired rabbis, their spouses/partners, and surviving spouses/partners. We seek to present opportunities for discussion of the practical problems and needs of our members as well as for scholarly stimulation and Torah study. In addition, we want to continue strengthening and supporting the CCAR in its endeavors while linking ourselves to the strivings of our People in Israel and throughout the world.

Article 3: Membership
Members in good standing of the CCAR who are nearing or have reached retirement or are sixty years of age, their spouses/partners and surviving spouses/partners are eligible for membership.

Article 4: Dues
Annual dues and any necessary fees shall be set by the Board of Trustees. Dues must be current for members to attend the annual convention unless special arrangements have been made with the executive vice president/s.

Article 5: Board of Trustees
Section 1: The Board of Trustees shall consist of the officers as described in Section 2 plus twelve additional members of NAORRR .
Section 2: The officers of this organization shall be a President, a First Vice President and a Second Vice President, a Secretary and a Treasurer. Together with the Executive Vice President/s and the Immediate Past President, they shall constitute the Executive Committee. 
Section 3: The officers shall have the duties usually associated with each office: The president to preside over meetings and, in general, to guide the affairs of the organization; the first vice president to serve in the absence of the president, and to chair the convention program committee; the second vice president to engage in Membership Outreach and to assist the president and first vice president as needed; the secretary to take and distribute minutes of the meetings; the treasurer to oversee the finances of NAORRR with the Executive Vice President/s and to present a report to the Board of Trustees on the year completed as well as a budget for the coming year. By virtue of his/her office, s/he shall also serve on the Mitzvah Fund Committee the composition of which is dealt with in a separate document.
Section 4: The Executive Vice President/s (one or the other if there are two) or the President or their representative shall represent NAORRR on the CCAR Board of Trustees; therefore only rabbis may serve as president or vice presidents.


Article 6: Elections
Section 1: Elections shall be held at the Annual Convention based on a slate presented by the Nominating Committee.
Section 2: A Nominating Committee of not less than five members attending the Annual Convention shall be appointed by the president with the approval of the Board of Trustees on or before the first meeting of the Board of Trustees at the annual Convention.
Section 3: Each year four members will be selected by the Nominating Committee and elected by those attending the annual Convention to serve as members of the Board of Trustees for three years. Initially four members shall be nominated to serve for three years, four to serve for two years and four for one year. Thereafter each nominee will be elected for three years.
Section 4: The President and Vice Presidents shall be nominated to serve one year terms but may be re-nominated to serve in another office on the Executive Committee. The Secretary and Treasurer shall be nominated for two year terms and may be re-nominated for an additional term in the same office or in another office. 
Section 5: From time to time, The Nominating Committee may also, at its discretion, present additional persons to be elected by the membership to serve as honorary members of the Board of Trustees. They may attend Board Meetings but shall have no vote.
Section 6: The President, with the approval of the Board of Trustees may to appoint ex-officio members to serve on the Board of Trustees.

Article 7: The Executive Vice President/s
Section1: The Executive Vice President/s shall serve as the chief executive officer/s managing and implementing the day to day operations of NAORRR, overseeing its finances, arranging for the annual convention and, in general, providing the continuity and oversight required to maintain the smooth functioning of the organization. 
Section 2: The Executive Vice President/s shall be elected by the membership upon recommendation by the Board of Trustees. The term of office shall be open-ended at the discretion of the Board of Trustees.
Section 3: The Executive Vice President/s shall be reimbursed for all expenses connected with carrying out the responsibilities of the office and paid an annual honorarium, the amount to be determined by the Board of Trustees.


Article 8: Meetings
Section 1: A convention shall be held in early January in a warm climate at a time and place to be determined by the Board of Trustees. An effort shall be made to provide equal travel access for those who live on opposite coasts of the United States. 
Section 2: The Board of Trustees shall meet before and after the annual Convention but, may also conduct business, when circumstances require it, via e-mail or other appropriate electronic means or via conference call. 
Section 3: For purposes of voting, 1/3 of the elected members of the Board of Trustees shall constitute a quorum as shall 1/5 of those registered at the annual Convention.


Article 9: Relationship to the CCAR  
Section1: NAORRR shall function without geographic boundaries as a region of the CCAR.
Section 2: Active participation in the CCAR shall be fostered and encouraged by NAORRR even as its policies, procedures and public positions must be consistent with those of the CCAR.
Section 3: Reports of the annual Convention and any other significant matters wille sent to the President and Chief Executive Officer of the CCAR.
Section 4: Either the President or the Executive Vice President/s or their representative shall attend CCAR Board meetings to represent NAORRR.
Section 5: The Executive Vice President/s shall serve on the CCAR Joint Committee on Retirement.
Section 6: The Executive Vice President/s (one or the other if there are two) or his/her designee shall represent the financial interest of NAORRR on the Investment Committee of the CCAR.

Article 10: Rules and Amendments
Section 1: This Constitution/By-Laws may be amended by 2/3 of the membership voting either in person at the annual Convention, or by electronic media. 
Section 2: Amendments may be proposed by the Board of Trustees or by any member who shall submit them to the secretary. They must then be circulated to the membership after which not less than thirty days must pass before a vote is taken. Those who cannot attend the annual Convention may communicate their vote to the secretary electronically or by US mail before the beginning of the Convention. 
Section 3: If a vote of the entire body is sought electronically, the Board of Trustees will avail itself of the services of the CCAR which has a program to meet such a need. A simple majority is generally required except under those circumstances where a 2/3 vote may be needed as above.
Section 4: Robert’s Rules of Order shall guide the conduct of all meetings.
Section 5: This Constitution/By Laws shall become operative immediately upon approval by the membership of NAORRR at its Annual Meeting.
NAORRR Constitution and By-Laws
(Amended January, 2015)


PREAMBLE
In the spirit of our Jewish Tradition which honors the process of aging, we members of the CCAR having reached the age of retirement and being conscious of both the privileges and problems of our older years, have established this organization so that we might come together to learn, socialize, share experiences and strengthen each other.

Article 1: Name
The Organization shall be known as the National Association of Retired Reform Rabbis (NAORRR), a region of the Central Conference of American Rabbis (CCAR).

Article 2: Purpose
Our purpose, in keeping with that which is set forth in the Preamble, shall be to provide support and advocacy for and to foster chevruta among retired rabbis, their spouses/partners, and surviving spouses/partners. We seek to present opportunities for discussion of the practical problems and needs of our members as well as for scholarly stimulation and Torah study. In addition, we want to continue strengthening and supporting the CCAR in its endeavors while linking ourselves to the strivings of our People in Israel and throughout the world.

Article 3: Membership
Members in good standing of the CCAR who are nearing or have reached retirement, their spouses/partners and surviving spouses/partners are eligible for membership. (Note: Amended in 2016 to delete the words "or having reach 60 years of age).

Article 4: Dues
Annual dues and any necessary fees shall be set by the Board of Trustees. Dues must be current for members to attend the annual convention unless special arrangements have been made with the executive vice president/s.

Article 5: Board of Trustees
Section 1: The Board of Trustees shall consist of the officers as described in Section 2 plus twelve additional members of NAORRR .
Section 2: The officers of this organization shall be a President, a First Vice President and a Second Vice President, a Secretary and a Treasurer. Together with the Executive Vice President/s and the Immediate Past President, they shall constitute the Executive Committee. 
Section 3: The officers shall have the duties usually associated with each office: The president to preside over meetings and, in general, to guide the affairs of the organization; the first vice president to serve in the absence of the president, and to chair the convention program committee; the second vice president to engage in Membership Outreach and to assist the president and first vice president as needed; the secretary to take and distribute minutes of the meetings; the treasurer to oversee the finances of NAORRR with the Executive Vice President/s and to present a report to the Board of Trustees on the year completed as well as a budget for the coming year. By virtue of his/her office, s/he shall also serve on the Mitzvah Fund Committee the composition of which is dealt with in a separate document.
Section 4: The Executive Vice President/s (one or the other if there are two) or the President or their representative shall represent NAORRR on the CCAR Board of Trustees; therefore only rabbis may serve as president or vice presidents.


Article 6: Elections
Section 1: Elections shall be held at the Annual Convention based on a slate presented by the Nominating Committee.
Section 2: A Nominating Committee of not less than five members attending the Annual Convention shall be appointed by the president with the approval of the Board of Trustees on or before the first meeting of the Board of Trustees at the annual Convention.
Section 3: Each year four members will be selected by the Nominating Committee and elected by those attending the annual Convention to serve as members of the Board of Trustees for three years. Initially four members shall be nominated to serve for three years, four to serve for two years and four for one year. Thereafter each nominee will be elected for three years.
Section 4: The President and Vice Presidents shall be nominated to serve one year terms but may be re-nominated to serve in another office on the Executive Committee. The Secretary and Treasurer shall be nominated for two year terms and may be re-nominated for an additional term in the same office or in another office. 
Section 5: From time to time, The Nominating Committee may also, at its discretion, present additional persons to be elected by the membership to serve as honorary members of the Board of Trustees. They may attend Board Meetings but shall have no vote.
Section 6: The President, with the approval of the Board of Trustees may to appoint ex-officio members to serve on the Board of Trustees.

Article 7: The Executive Vice President/s
Section1: The Executive Vice President/s shall serve as the chief executive officer/s managing and implementing the day to day operations of NAORRR, overseeing its finances, arranging for the annual convention and, in general, providing the continuity and oversight required to maintain the smooth functioning of the organization. 
Section 2: The Executive Vice President/s shall be elected by the membership upon recommendation by the Board of Trustees. The term of office shall be open-ended at the discretion of the Board of Trustees.
Section 3: The Executive Vice President/s shall be reimbursed for all expenses connected with carrying out the responsibilities of the office and paid an annual honorarium, the amount to be determined by the Board of Trustees.


Article 8: Meetings
Section 1: A convention shall be held in early January in a warm climate at a time and place to be determined by the Board of Trustees. An effort shall be made to provide equal travel access for those who live on opposite coasts of the United States. 
Section 2: The Board of Trustees shall meet before and after the annual Convention but, may also conduct business, when circumstances require it, via e-mail or other appropriate electronic means or via conference call. 
Section 3: For purposes of voting, 1/3 of the elected members of the Board of Trustees shall constitute a quorum as shall 1/5 of those registered at the annual Convention.


Article 9: Relationship to the CCAR  
Section1: NAORRR shall function without geographic boundaries as a region of the CCAR.
Section 2: Active participation in the CCAR shall be fostered and encouraged by NAORRR even as its policies, procedures and public positions must be consistent with those of the CCAR.
Section 3: Reports of the annual Convention and any other significant matters wille sent to the President and Chief Executive Officer of the CCAR.
Section 4: Either the President or the Executive Vice President/s or their representative shall attend CCAR Board meetings to represent NAORRR.
Section 5: The Executive Vice President/s shall serve on the CCAR Joint Committee on Retirement.
Section 6: The Executive Vice President/s (one or the other if there are two) or his/her designee shall represent the financial interest of NAORRR on the Investment Committee of the CCAR.

Article 10: Rules and Amendments
Section 1: This Constitution/By-Laws may be amended by 2/3 of the membership voting either in person at the annual Convention, or by electronic media. 
Section 2: Amendments may be proposed by the Board of Trustees or by any member who shall submit them to the secretary. They must then be circulated to the membership after which not less than thirty days must pass before a vote is taken. Those who cannot attend the annual Convention may communicate their vote to the secretary electronically or by US mail before the beginning of the Convention. 
Section 3: If a vote of the entire body is sought electronically, the Board of Trustees will avail itself of the services of the CCAR which has a program to meet such a need. A simple majority is generally required except under those circumstances where a 2/3 vote may be needed as above.
Section 4: Robert’s Rules of Order shall guide the conduct of all meetings.
Section 5: This Constitution/By Laws shall become operative immediately upon approval by the membership of NAORRR at its Annual Meeting.
NAORRR MITZVAH FUND
Amended Agreement between the National Association of Retired Reform Rabbis 
and the Central Conference of American Rabbis.

INTRODUCTION

The National Association of Retired Reform Rabbis (NAORRR), an affiliate of the Central Conference of American Rabbis, and the Central Conference of American Rabbis (CCAR), hereby enter into this Amended Agreement with respect to the NAORRR MITZVAH FUND (hereinafter referred to as THE FUND), established in memory of Rabbi Sylvan D. Schwartzman, z”l. 

Since the inception of THE FUND, the CCAR has served and continues to serve as the Trustee of THE FUND. THE FUND was legally established by action of the Board of Trustees of the CCAR and thus is included under the CCAR’s 501(c)(3) status and the CCAR Federal Tax I.D. number. The CCAR has and will continue to provide accounting services, including services of an outside independent auditor who annually audits THE FUND, to include THE FUND among its portfolio of funds, and to provide oversight to the investment of THE FUND through the CCAR Investment Committee. It was expressly represented to CCAR members who donated to THE FUND at the time of its initial solicitation, that THE FUND would be a permanent endowment administered by the CCAR.

PURPOSE OF THE FUND

The purpose of THE FUND is to provide financial assistance beyond that offered by the CCAR Hesed Fund to retired colleagues and their surviving spouses/partners who are in need and as described in this agreement.

OPERATING PRINCIPLES

1.THE FUND shall continue to be accounted for as a segregated fund of the CCAR, shall be audited in accordance with the rules of the CCAR and applicable law, and shall continue to be invested through the CCAR Investment Committee as a permanent endowment. The CCAR and NAORRR may not lend the monies in THE FUND to any entity, and THE FUND may not be used as collateral.

2.THE FUND shall remain in existence until such time as (a) NAORRR and the CCAR jointly determine that there is no further purpose for its existence (with each acting in accordance with its own governing procedures to make this determination), or (b) NAORRR ceases to exist. Should either event happen, THE FUND shall become the property solely of the CCAR Hesed Fund or its successor.


3.The MITZVAH FUND COMMITTEE shall be established by NAORRR on the adoption of this Agreement. The MITZVAH FUND COMMITTEE will be responsible for all matters pertaining to the implementation of this Agreement regarding THE FUND (except as stated herein) including but not limited to reviewing potential recipients of financial assistance with the Executive Vice President/s of NAORRR in consultation with the chair of the CCAR Hesed Committee and the Chief Executive of the CCAR.

4.The MITZVAH FUND COMMITTEE shall be convened by the Chair at the NAORRR Annual Convention and as needed during the year by electronic media or by conference call.

5.The MITZVAH FUND COMMITTEE shall be comprised of the treasurer of NAORRR and two members of NAORRR to be elected by the membership of NAORRR on the basis of nominations made by the NAORRR Board of Trustees. Initially, one of these nominated shall be elected to serve for a one year term; the other shall be elected to serve for two years. Thereafter, each nominee shall be elected annually to serve for a two year term. They may be re-elected to serve if the membership deems it appropriate. The Executive Vice President/s of NAORRR shall be a member of the MITZVAH FUND COMMITTEE having one vote. The Chief Executive of the CCAR and one of the chair people of the CCAR Hesed Committee shall also serve as members of the MITZVAH FUND COMMITTEE each with his/her own vote. One of NAORRR’s elected members shall serve as the Chair of the Committee.

6.The MITZVAH FUND COMMITTEE shall make determinations as to the amount to be distributed from THE FUND to each member of the CCAR and his/her surviving spouse/partner who is eligible for membership in NAORRR, who needs help over and beyond that available from the CCAR Hesed Fund and who applies for funds in accordance with the application procedure in paragraph ten below. All matters pertaining to the disbursements from THE FUND to beneficiaries will be held in the strictest of confidence by each member of the MITZVAH FUND COMMITTEE and all others to whom the information is disclosed to process the application and disbursement. The Investment Committee will continue to determine the amount available for distribution
  in accordance with the Investment Committee guidelines and applicable laws.(2) The current distribution is based on a rolling three year average and capped at five percent.

  7. Ongoing operating expenses for THE FUND such as printing, mailing, telephone and
 some other incidental expenditures shall be paid out of the annual budget of NAORRR. 




(2) One of the NAORRR Executive Vice Presidents shall be appointed to the CCAR Investment Committee. If he/she cannot serve, the NAORRR Executive Vice President, NAORRRR President, CCAR President and CCAR Chief Executive shall agree upon a designee.  


8While THE FUND was created to benefit retirees and their spouses, in extraordinary cases where financial assistance is needed by a CCAR member who is not a retiree or of the age of retirement distribution can be made by a majority vote of the MITZVAH FUND COMMITTEE.

9.The NAORRR Executive Vice President/s will be responsible to work with the CCAR Chief Executive and/or Controller and with the CCAR Investment Committee to facilitate withdrawals and disbursement from THE FUND account. The Investment Committee and/or the CCAR Controller shall report to the NAORRR Executive Vice President/s the total amount available for distribution each year in accordance with the Investment Committee guidelines and applicable law.

10.Requests for financial assistance from THE FUND should be directed in writing to the Executive Vice President/s of NAORRR and may originate either from the individuals requiring assistance or from the Chief Executive of the CCAR or Chair of the HESED COMMITTEE. Requests should include the following information:

A.The name, address, phone number and email address of the applicant.

B.The reason for the request and whether this is the first time a request is being made.

C.A disclosure of all relevant items that substantiate the need for support from THE FUND, including whether or not Hesed funds were distributed to the applicant.

D.A signed promissory note and a schedule of repayment if the request is for a loan.

11.The Chief Executive of the CCAR and/or Controller will send quarterly statements of THE FUND to the Executive Vice President/s of NAORRR who shall share them with the MITZVAH FUND COMMITTEE. At the Annual Convention of NAORRR the chair of the MITZVAH FUND COMMITTEE shall report the net asset value of THE FUND as well as the total amount of disbursements made in the preceding calendar year to the NAORRR Board and to the membership of NAORRR. No information regarding individual disbursements shall be disclosed.

12.There shall be no limitation on the right of NAORRR to solicit additional contributions to the MITZVAH FUND.

13.This Agreement may be amended only in a written Agreement between NAORRR and the CCAR (with each acting in accordance with its own governing procedures to approve any such amendment.)



14.This document is the complete Agreement by and between NAORRR and the CCAR with respect to THE FUND. No other agreements, whether written or oral, remain in force. However, in the event that there is any ambiguity in this Agreement, NAORRR and the CCAR shall look to the original Agreement between them regarding THE FUND dated August 15, 1994 (NAORRR) and April 17, 1994 (CCAR).





This Agreement Approved

For NAORRRFor CCAR
By Action of the BoardBy Action of the Board

Taken This Date__________________Taken This Date________________


(signed)_________________________(signed)_______________________
PresidentPresident


(signed)_________________________(signed)_______________________
TreasurerVice President of Finance


(signed)_________________________(signed)_______________________
Executive Vice PresidentChief Executive


(signed)_________________________
Executive Vice President




PS. This document was approved by NAORRR at its Jan. 2012 convention and subsequently by the CCAR.