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Governance

Executive Summary

  1. Mission Statement
    The Jewish Women's Foundation of Metropolitan Detroit is a grant making and educational organization dedicated to expanding opportunities for Jewish women and girls. The Foundation empowers women as philanthropists, decision-makers and leaders.

    The Jewish Women's Foundation of Metropolitan Detroit (JWF) is committed to:
    • Excellence
    • Honoring the traditions of tzedakah and tikkun olam
    • Educating its Trustees about community and philanthropy
    • Enhancing the lives of Jewish women and girls through grant making and education
    • Proactively seeking out innovative Jewish and gender specific projects for funding
    • Developing a strong, democratic, cooperative Board of Trustees made up of discerning grant-makers, philanthropists and leaders
    • Increasing its Trustee base and grant making capacity
    • Including Trustees of all ages and from all streams of Judaism
    • Building partnerships with other Jewish Women's Foundations to promote programming that addresses issues of concern to Jewish women and girls locally and overseas
    • Encouraging coalitions among organizations that create programs and projects specifically designed to benefit Jewish women and girls

  2. Goals and Objectives of JWF Governance
    This Governance document succeeds and supersedes all prior Governance provisions. The primary goals and objectives described in this Governance document are: Democratic processes and decision making Orderly succession of leadership Transparency, inclusiveness and flexibility


  3. How the JWF will Achieve these Goals and Objectives
    Since its inception in August 1999, the JWF has developed a distinctive, transparent and inclusive way of conducting business. All major decisions having to do with JWF actions and activities are made democratically. Every Trustee has an opportunity to serve on Standing Committees and participate in all grants decisions. The Executive Committee, Standing Committees, Nominating Committee and all Ad Hoc Committees work to facilitate JWF process and formulate recommendations for the Trustees to consider and adopt democratically. Their recommendations and matters including, but not limited to, all grants decisions and JWF actions having to do with finances, structure and the election of officers, are discussed and adopted by majority vote at meetings of the Board of Trustees.

    This Governance document, prepared by the 2006 JWF Ad Hoc Governance Committee, was reviewed in advance, then discussed and adopted by the Board of Trustees at its November, 2006 meeting. The governance provisions, which reflect past practices as they have evolved over the course of our history, cover the primary JWF activities and create structures and procedures that will ensure our systematic functioning and successful growth. They are intended to be flexible to allow continued evolution, and may be changed upon the recommendation of the Executive Committee or a duly appointed Ad Hoc Governance Committee, so long as the changes are reviewed and adopted by majority vote at a meeting of the Board of Trustees.

    There are ten governance sections outlined in detail in this document. They are: Trustees; Meetings; Voting; Grant Making; Nomination and Election of Officers; Officers / Executive Committee; Duties of Executive Committee Members; Standing Committees; Standing Committee Membership and Functions; Review and Change of Governance Structure and Provisions.



Introduction

The Jewish Women's Foundation of Metropolitan Detroit is a fund housed within the United Jewish Foundation of Metropolitan Detroit (the UJF). As such, all JWF governance procedures and practices must be in compliance with UJF bylaws.

Founded in August of 1999, by a resolution of the Combined Jewish Federation and UJF Boards, the JWF was established to address the challenges confronting Jewish women and girls in a manner that does not compete with the mission of the Federation and that maintains the primacy of Federation's Annual Campaign. JWF Trustees work together to enhance the lives of Jewish women and girls by funding projects specifically designed to benefit them. Such funding is short term, usually one to three years. JWF grant making challenges community agencies, religious institutions and grass roots organizations to develop an awareness of the needs and interests of Jewish women and girls, and to design programs that are both Jewish specific and gender specific. Trustees work to identify educational topics of particular interest to women in the community, and to develop educational programs on those topics.



GOVERNANCE PROVISIONS

  1. Trustees:
    All Trustees have equal privileges and voting rights.

    1. Trustee Commitment Levels

      1. Five-Year Trustee Commitment: A minimum gift of $10,000 payable over 5 years for Trustee privileges over a 5-year period and renewable at the end of the 5-year period


      2. Young Women's Trustee Commitment (for women under age 40): A minimum gift of $5,000 payable over 5 years for Trustee privileges over a 5-year period and renewable at the end of the 5-year period at the Young Women's Trustee Commitment level if still under age 40, or at the regular Five-Year Trustee Commitment level if age 40 or older


      3. Lifetime Trustee Commitment: A minimum cumulative gift of $50,000 (Prior Trustee Commitment payments to the JWF are credited to the $50,000 Lifetime Trustee Commitment) payable over 5 years for lifetime Trustee privileges


      4. Trans-Generational Trustee Commitment: A minimum cumulative gift of $100,000 (Prior Trustee Commitment payments to the JWF are credited to the $100,000 Trans-generational Trustee Commitment) payable over 5 years for Trustee privileges for the Trustee and her female family members in perpetuity, including the Trustee's mother, daughter(s), step-daughter(s), daughter(s)-in-law, granddaughter(s) and their daughter(s).

    2. Trustees: Definitions and Listing

      1. A Founding Trustee is a JWF Trustee who made a Trustee Commitment between August of 1999 and December 31, 2000. Founding Trustee names are to be listed on the JWF website and on the back side of the JWF Letterhead. Their names may be listed in other documents or publications.


      2. An Active Trustee is a JWF Trustee who is currently within her Five-Year, Young Women's, Lifetime or Trans-generational Trustee Commitment period and who is making payments on her Trustee Commitment. Active Trustee names are to be listed on the front of the JWF letterhead, on the website and in all places where Trustees are listed or reported.


      3. An Inactive Trustee is a JWF Trustee whose Five-Year or Young Women's Trustee Commitment period has ended and who has not yet renewed her Commitment. A Founding Trustee may also be an Inactive Trustee.


    3. Becoming a Trustee:
      To become a Trustee, a woman is required to sign a Trustee Commitment Agreement.

    4. Renewing Trustee Commitments:
      An Active or Inactive Trustee may renew her Trustee Commitment for an additional 5-year period by making a verbal pledge or upgrade her Trustee Commitment to the Lifetime or Trans-generational level by signing another Trustee Commitment Agreement.

    5. Payments:
      A Trustee must make annual payments on her Trustee Commitment.

    6. Trustee Privileges:
      Active Trustees are:

      1. Entitled to attend all Board of Trustee and Standing Committee meetings and JWF functions.


      2. Entitled to vote on all action items.


      3. Entitled to information about the JWF's mission, policies, grant cycle guidelines, grants and programs.


      4. Entitled to review agenda and supporting materials prior to meetings.


      5. Entitled to review JWF financial statements.


      6. Encouraged to serve on Standing Committees and volunteer for special assignments.


      7. Encouraged to make tribute gifts to the JWF.


      8. Encouraged to maintain commitments to Federation's Annual Campaign.


      9. Encouraged to inform others about the JWF.


      10. Encouraged to help create community visibility for the JWF, and attract new Trustees.


      11. Encouraged to work towards helping the JWF accomplish its mission and goals.


    7. Trustees have a duty of care, and shall make reasonable and prudent decisions in accordance with the Governance provisions of the JWF and the Bylaws of the United Jewish Foundation.


  2. Meetings
    The Trustees shall meet to take action on the conduct of JWF business, including all grants determinations and special allocations, recommendations of the Standing Committees and all Governance changes.

    1. Each year, the JWF Chairperson shall call:


      1. One (1) Annual Open Meeting of the Board of Trustees


      2. At least two (2) Board of Trustees Meetings

      3. Executive Committee Meetings, one of which shall be open to all Trustees


    2. Each year, the JWF Chairperson may call additional meetings of the Board of Trustees as needed.


    3. Throughout the year, the Chairperson(s) of each Standing Committee and Ad Hoc Committee shall call a sufficient number of meetings to accomplish the tasks under the committee's purview.


    4. Meeting Notices for regularly scheduled Board of Trustee meetings shall be mailed and emailed at least one month prior to the meeting date.


    5. Meeting Notices for Executive Committee, Standing Committee and Ad Hoc Committee meetings shall be mailed and/or emailed in advance of the meetings, giving committee members as much advance notice as possible.


  3. Voting

    1. JWF Actions: Each Active Trustee may vote on all JWF actions by casting one vote per action item. Actions shall be taken upon the vote of a simple majority of the Trustees present and proxies represented at the meeting at which the vote is taken. When possible, Action Item Alerts will be included in notices for the meetings at which the action item is to be considered. Action items shall include, but are not limited to:

      1. Annual Grant Cycle Guidelines and Timelines


      2. Grants determinations and special allocations


      3. Decisions to hold fundraising programs


      4. Election of Officers and Representatives at-Large to the Executive Committee


      5. Changes to JWF Governance


      6. Expenditures in excess of $1,000 that are not considered regular operational expenses


      7. Other items that significantly affect the direction and operations of the JWF


    2. The Chairperson shall have discretion to take limited action consistent with her duties and responsibilities between meetings of the Board of Trustees. (See VII.B. of Governance Provisions.)


    3. Voting Eligibility

      1. Active Trustees are eligible to vote on all action items at meetings where there is a quorum.


      2. Female Trans-generational Trustee family members who are age 18 or older may vote on all action items.


      3. Active Trustees may cast their votes by proxy, via phone, fax, email, mail or by personal request.


      4. Quorum
        For purposes of determining a quorum for taking action at Board of Trustee meetings only:

        1. Each Trans-generational family is considered one Active Trustee for purposes of calculating the total number of Active Trustees.


        2. Ten per cent (10%) of Active Trustees must be present, or their proxies.
      5. Conflicts of Interest
        An Active Trustee may not vote for a grant award if she is:

        1. An employee, volunteer or consultant to the project


        2. A Board member or member of an advisory body for the applicant organization


  4. Grant Making

    1. The core business of the JWF is to address the issues and concerns of Jewish women and girls, and enhance their lives through grant making and programming. The JWF shall:

      1. Endeavor to award at least one grant each year


      2. Approve Annual Grant Cycle Guidelines that are consistent with its mission and goals


      3. Award grants and special allocations to organizations that have IRS 501(c)(3) tax designations


    2. Grant Naming
      A Trustee or Non-Trustee Donor may establish a Tribute Fund or make a gift and direct the funds to be used to name a grant, e.g. "The XYZ Family Memorial Grant". All named grants shall be acknowledged in all grant announcements, listings and on the JWF website. To name a grant, the fund or gift must:

      1. Be at least $5,000


      2. Be completed before the Trustees make final grants determinations for the year in which the grant is to be named


      3. Be applied to a single grant selected by the Trustees that is consistent with the interests and wishes of the Trustee or donor who established the fund or made the gift, when possible.


  5. Nomination and Election of Officers

    1. Composition and Formation of the Nominating Committee

      1. The Nominating Committee shall consist of nine (9) members. Seven (7) Nominating Committee Members will be voting members, and two (2) will serve in a non-voting, advisory capacity.


      2. The Immediate Past JWF Chairperson shall be the Nominating Committee Chairperson.


      3. The nine (9) Nominating Committee voting and non-voting members shall be:

        1. The Immediate Past JWF Chairperson - Voting Member


        2. Three (3) Active Trustees elected by the Executive Committee, at least one of which shall be new to the Nominating Committee - Voting Members


        3. Three (3) Active Trustees appointed by the sitting JWF Chairperson, at least one of which shall be new to the Nominating Committee - Voting Members


        4. The sitting JWF Chairperson - Non-voting, Advisory Member


        5. The JWF Director - Non-voting, Advisory Member
      4. The sitting JWF Associate Chairperson, Treasurer and Secretary are not eligible to serve on the Nominating Committee


    2. Duties of the Nominating Committee

      1. The Nominating Committee shall nominate the new slate of JWF Officers and Three (3) Trustee Representatives at-Large to serve on the Executive Committee (the Slate). The Slate shall be elected by the Board of Trustees.


      2. The Nominating Committee will meet in March or April of an election year to nominate the Slate.


      3. The Nominating Committee shall remain in existence for two (2) years, to nominate candidates to fill vacancies that may occur during a given term of office.


      4. The Nominating Committee Chairperson shall present the slate of officers to the Board of Trustees for election at the June Board Meeting of an election year.


  6. Officers / Executive Committee

    1. The following JWF Officers shall be elected for two (2) year terms beginning in September following their election in June:

      1. The Chairperson


      2. The Associate Chairperson


      3. The Treasurer


      4. The Secretary


      5. The Representative to the United Jewish Foundation Board


    2. Three (3) JWF Trustee Representatives at-Large shall be elected to the Executive Committee for two (2) year terms beginning in September following their election in June.


    3. The Executive Committee shall be comprised of:

      1. The JWF Officers


      2. Three (3) JWF Trustee Representatives at-Large


      3. The Chairpersons of all JWF Standing Committees


      4. Past JWF Chairpersons who wish to serve on the Executive Committee and who continue as Active Trustees


  7. Duties of Executive Committee Members
    All JWF Executive Committee members shall maintain knowledge of the JWF and a personal commitment to its mission, goals and objectives.

    1. The JWF Chairperson shall:

      1. Attend all meetings of the Board of Trustees and the Executive Committee, when possible


      2. Call and oversee Board of Trustees and Executive Committee Meetings


      3. Serve as Chairperson of the Executive Committee and a voting member


      4. Create Ad Hoc Committees as necessary


      5. Appoint the Chairpersons of all Standing and Ad Hoc Committees


      6. Serve on all Standing and Ad Hoc Committees


      7. Serve as an ex-officio advisor to the Nominating Committee


      8. Work in partnership with the JWF Director to make sure that Board resolutions and directives are carried out


      9. Call additional meetings if necessary


      10. Assist the Director in preparing agendas for Board and Executive Committee Meetings


      11. Assist the Director in conducting new Board member orientation meetings


      12. Participate in Federation's search for a new Director when needed


      13. Work with Federation's Endowment Director on the annual performance evaluation of the Director


      14. Actively recruit new Trustees


      15. Act as a spokesperson for the JWF


      16. Support Trustees and Committees in their volunteer roles and activities


      17. Have sole discretion to authorize JWF expenditures up to $500 on matters that are consistent with the JWF's Mission and goals, and up to $1,000 on such matters with the approval of the Executive Committee


    2. The JWF Associate Chairperson shall:

      1. Attend all meetings of the Board of Trustees and the Executive Committee, when possible


      2. Serve as a voting member of the Executive Committee


      3. Carry out special assignments as requested by the JWF Chairperson


      4. Assume the responsibilities of the JWF Chairperson in her absence.


      5. Participate as a vital part of the JWF leadership


    3. The Treasurer shall:

      1. Attend all meetings of the Board of Trustees and the Executive Committee, when possible


      2. Serve as a voting member of the Executive Committee


      3. Understand financial accounting for nonprofits generally, and the JWF specifically


      4. Work with the UJF Finance Department in overseeing the JWF's finances and reviewing the UJF periodic financial reports


      5. Serve on the Finance Committee


      6. Advise, along with the Finance Committee, the Trustees and the Director, about the financial responsibilities of the JWF (expenditures, fundraising, grant making and programming)


      7. Work with the Director and the UJF Finance Department to prepare periodic financial reports and summaries for the Board of Trustees and the Executive Committee


    4. The Secretary shall:

      1. Attend all meetings of the Board of Trustees and the Executive Committee, when possible


      2. Serve as a voting member of the Executive Committee


      3. Review mid-term and final reports submitted by Grantees, and report on grant performance to the Trustees


      4. Act as the liaison between the JWF and its Grantees regarding Grantee programming and materials


      5. Assume the responsibilities of the JWF Chairperson in the absence of the JWF Chairperson and JWF Associate Chairperson


      6. Assist the Director by reviewing the minutes of Board and Executive Committee meetings


    5. The Representative to the United Jewish Foundation Board shall:

      1. Attend all meetings of the Board of Trustees and the Executive Committee, when possible


      2. Serve as a voting member of the Executive Committee


      3. Attend UJF Board meetings


      4. Report to the JWF Trustees pertinent highlights of the UJF Board meetings and that Board's actions


    6. The Three (3) Representatives at-Large to the Executive Committee shall:

      1. Attend all meetings of the Board of Trustees and Executive Committee, when possible


      2. Serve as voting members of the Executive Committee


      3. Be encouraged to serve on Standing Committees of their choosing


    7. Past JWF Chairpersons shall:

      1. Have the opportunity to serve as advisors to and voting members of the Executive Committee


      2. Attend all meetings of the Board of Trustees and the Executive Committee, when possible


      3. The Immediate Past JWF Chairperson shall be the Chairperson of the Nominating Committee


    8. The Standing Committee Chairpersons shall:

      1. Attend all meetings of the Board of Trustees and the Executive Committee, when possible


      2. Serve as voting members of the Executive Committee


      3. Recruit Trustees to serve on their Standing Committees


      4. Call and preside over meetings of the Standing Committees and facilitate committee goals


      5. Preside over Standing Committee programs and activities


  8. Standing Committees
    The JWF Standing Committees, which are open for participation to all Active Trustees, shall be:

    1. The Programming Committee


    2. The Membership and Marketing Committee


    3. The Grants Planning and Development Committee


    4. The Finance Committee


    5. Other Standing Committees as may be needed


  9. Standing Committee Membership and Functions
    Membership on Standing Committees shall be open for participation to all Active Trustees. A Trustee may serve on as many committees as she would like. Committee members should make every effort to attend committee meetings, programs and activities. Descriptions of the four (4) Standing Committees existing as of the date of adoption of this Governance document are:

    1. The Programming Committee
      This Standing Committee shall:

      1. Plan and execute Educational Forums, Fundraisers and other programs of interest to women in the community and potential Trustees


      2. Plan and execute the Annual Open Meeting of the Board of Trustees


      3. Work with JWF leadership and the Director to recruit participants in forums and programs


      4. Seek sponsorship for events and programs as needed


    2. The Membership and Marketing Committee
      This Standing Committee shall plan and oversee activities designed to:

      1. Retain current Trustees and encourage renewal


      2. Attract new Trustees


      3. Upgrade current Trustees to Lifetime and Trans-Generational Trustees


      4. Review and update membership and promotional materials as needed


      5. Heighten the visibility of the JWF in the community


    3. The Grants Planning and Development Committee
      This Standing Committee shall:

      1. Plan and recommend guidelines, procedures and timelines for all JWF Grant Cycles


      2. Update grant cycle documents on an annual basis


      3. Recommend maximum grant size and total grant cycle amount in conjunction with the Treasurer and the Finance Committee


      4. Cultivate grant contacts


      5. Create an awareness in the community of JWF grant cycles


    4. The Finance Committee
      This Standing Committee shall:

      1. Review Financial Statements and Summaries provided by the Treasurer


      2. Formulate recommendations for grant amounts and financial needs to the Board of Trustees, the Executive Committee and Standing Committees; and consult with the Board on special expenditures in excess of $1,000 and with the Director on regular operating expenditures


      3. Encourage planned gifts to the JWF


  10. Review and Change of Governance Structure and Provisions

    1. JWF Governance may be reviewed and changed as needed.


    2. Changes to JWF Governance may be made from time to time by a vote of the Board of Trustees upon the recommendation of the Executive Committee or a duly appointed Ad Hoc Governance Committee


    3. A Standing Committee or a Trustee may suggest a Governance change to the Executive Committee or a sitting Ad Hoc Governance Committee


    4. The updated Governance document with changes to its provisions shall be dated as of the date of adoption by the Board of Trustees.


    5. Changes to Governance provisions shall be distributed to all Active Trustees.