Governing Documents


WE PLEDGE

"To guide, aid and support our members in honoring the deceased and comforting the bereaved by preserving, promoting and practicing the customs and traditions of the Jewish funeral."

 

Jewish Funeral Directors of America, Inc.
107 Carpenter Drive
Suite 100

Sterling, VA 20164
Phone: 800.645.7700
Fax: 703.391.8416
jfda@iccfa.com

Code of Ethics

The Jewish Funeral Directors of America, Inc., recognizing that that Jewish funeral service is a calling with great responsibilities, demanding high professional and service standards, eminently fair an honorable dealing with all whom we called to serve, reaffirms this Code of Ethics and Professional Guide, obligating each of us, always to conduct ourselves and our establishments in keeping with the great traditions of our calling and our faith.

We hereby pledge:

  • Profound respect and careful observance of all instructions and the customs of every family, and in accordance with our faith.
  • To treat with dignity and reverence those entrusted to our care and ministration.
  • To comply strictly with all the laws, rules and regulations affecting our profession.
  • To hold inviolate every confidence reposed in us.
  • To be fair and honorable in all our dealings with clients, providing each of them complete freedom of choice of dignified and satisfying services within their means and preference.
  • That the charges for our service shall be plainly stated in our selection room, catalog or otherwise.
  • To make available to every family a written record of funeral service arrangement.
  • That all advertising and announcements shall be clear, accurate and free of any misleading representations.
  • To strive constantly for honorable relationships and close cooperation with the Rabbinate, the synagogues, and the temples.
  • To observe all the rules of fair competition and cooperation with the other members of the profession.
  • To safeguard public health, to uphold all the laws governing funeral service and to so conduct ourselves and our establishments as never to adversely affect the profession, the Jewish community, the Jewish Funeral Directors of America, Inc., or ourselves.


Bylaws

Click here to download the JFDA Bylaws.

 

Constitution

 

Article I
Name
The name of the association shall be the Jewish Directors of America, Inc.

Article II
Purpose
To guide, aid and support our members in honoring the deceased and comforting the bereaved by preserving, promoting and practicing the customs and traditions of the Jewish Funeral.

Article III
Section 1
Regular Membership
Any firm or corporation legally engaged in the practice of funeral directing whose funeral services are for members of the Jewish faith and whose membership in the association would be, in the discretion of the Board of Governors, consistent with the principles and purposes enumerated herein shall be eligible for Firm Membership when approved by the Board of Governors.

Section 2
Active Membership

Active membership in the association shall be available and limited to persons of the Jewish faith who are employed by a Regular Member, who are licensed to engage in the practice of funeral directing in their respective jurisdictions, or, if licensing is not required, who meet such other requirements as are imposed by their respective jurisdictions to engage in such practice, and whose membership in the association would be, in the discretion of the Board of Governors, consistent with the principles and purposes enumerated herein.

Section 3
Associate Membership

A person with all the qualifications for Active membership in the association other than the license or other jurisdictional requirements and the employment requirement, both of which are set forth in Section 2 of this article, shall be entitled to Associate membership, with all the privileges of Active membership except holding elective office.

Section 4
Special Membership

An Active of Associate member who retires from the practice of funeral directing, and the surviving spouse of an Active or Associate or Special member who dies while a member in good standing, shall be entitled to Special membership with all the privileges of active membership except voting and holding elective office.

Section 5
Honorary Membership

The members, at an annual meeting, may elect as Honorary members persons who have contributed distinguished professional or special services and who shall be entitled to all privileges of active membership except voting and holding elective office. 

Section 6
Provisional Member

All new candidates for membership shall be accepted on a provisional basis for a period of two (2) years. During the provisional period the member shall enjoy all privileges of membership for the class of membership for which he is a candidate except for the right to hold elective office. At the end of the provisional period, except as hereinafter provided, a vote shall be held in accordance with section 8 on whether to admit the provisional member to a Regular, Active or Associate membership. The Board of Governors may extend the provisional membership if such a member does not attend at least one Association meeting or function during the provisional period.

Section 7
All applications for membership shall be in writing, in form prescribed by the Board of Governors, and except in the case of an employee of a "Regular Member" shall be endorsed by two Active or Associate members who are in good standing, and are not members of the same firm. All applications shall signify assent and agreement to be bound by the Constitution and By-Laws, code of Ethics, and the rules and regulations of this association. New members shall not be obligated to pay annual dues or additional dues for the first year of membership or part thereof.

Section 8
All applications shall be announced to the membership by notice in writing and shall be referred to the Membership Committee for investigation and evaluation and then, but no sooner than 20 days after the mailing of the notice to the membership, shall be submitted to the Board of Governors. 

Section 9
An affirmative vote of a majority of those present and voting at a meeting of the Board of Governors shall be necessary to approve an application for membership.

Section 10
It shall be the obligation of each member within thirty days from any change of ownership, management, affiliation, or any change which materially affects or might tend to materially affect his or her continued qualification for membership, to report to the Executive Director, who shall report such change to the Membership Committee. The Committee shall investigate and report to the Board of Governors, whether or not such change affects materially or might tend to affect materially the member's continued qualification for membership.

Article IV
Section 1
Dues

The annual dues, additional dues, fees, assessments and other charges shall be fixed by resolution of the Board of Governors, and ratified by the membership. 

Section 2
Any member may resign by filing a written resignation with the Executive Director by registered or certified mail, but such resignation shall not relieve the member of the obligation to pay any dues or other charges remaining outstanding at that time. 

Section 3
Any member in arrears of dues, additional dues, fees assessments and other charges due the association for a period of sixty (60) days after the due date, (January 1), shall be suspended from all rights of membership including but not limited to participation in any activities of the association, and listing in any Roster of members.

Section 4
Any member not in good standing shall be notified to such effect by the Secretary of the Association by certified mail. If payment of dues, additional dues, fees, assessments or other charges due the association is not made with the next succeeding sixty (60) days, the member shall be dropped from the rolls and he shall forfeit all rights and privileges of membership. Any such member shall be automatically reinstated to membership if he shall, within sixty (60) days from the termination of his membership, pay all such arrears together with one year's dues and additional dues in advance.

Section 5
The Executive Committee or the Board of Governors may upon receipt of written application and for good and sufficient cause, in its judgment, extend the time of any member for the payment of any of the foregoing sums. 

Section 6
The Board of Governors may upon receipt of written application reinstate a former member upon payment of all his indebtedness at the time he ceased to be a member and the payment of one year's dues and additional dues in advance and upon such further terms and conditions as the Board of Governors shall provide.

Article V
Section 1
Voting

Every firm or corporation holding Regular membership shall designate in writing to the Board of Governors which of the Active, Associate or Provisional members of the firm or corporation shall represent and act for the member in all matters pertaining to the association. The person or persons so named ("Representatives") shall be the only ones to act or vote in the association. Each firm or corporation shall be entitled to designate one such Active, Associate, or Provisional member, and an additional such member for each 500 member dues units per annum or part thereof after the first 500 dues units per annum. A Representative must be present at and registered at the meeting in order to cast a vote.

Article VI
Section 1
Elective Officers and their Election
The members shall at an Annual meeting elect a President, Vice President, Secretary, Treasurer, Sergeant-at Arms and four (4) Members-at Large of the Executive Committee. Notwithstanding the forgoing, no President may be reelected to succeed himself.

Section 2
All elected officers shall hold office for two (2) years or until their respective successors have been elected and duly installed, unless earlier removed as hereinafter provided in Article VII, Section 7 hereof.

Section 3
In the event of the death of the President, or his temporary or permanent disability, or his resignation or retirement, the Vice President shall become Acting President with all the powers of the President until the next election of officers.

Section 4
In the event of the death, disability, resignation or retirement of the Vice President, Secretary, Treasurer, or Sergeant-at-Arms, the Executive Committee shall appoint a Vice President, Secretary, Treasurer, or Sergeant-at-Arms to serve until the next election.

Section 5
The members, at an Annual meeting, may confer the title of Honorary Past President upon any Active or Associate member entitled to this distinction because of meritorious distinguished service to the profession of Association; provided, however, that nominations for Honorary Past President shall first be submitted in writing to the Secretary by no less than ten Active members before the close of business session of the third day of the Annual meeting. The Secretary shall, before the close of such business session, announce said nomination and proposers. The nomination must then be submitted for election by secret ballot by no less than two-thirds of those present and voting at such Annual meeting of the members.

Section 6
The duties of the President, Vice President, Treasurer, and Sergeant-at-Arms shall be as follows, or as may otherwise be specified by the membership or by the Board of Governors, or assigned to them from time to time, and such as may be required by law:

Duties of the President
(a) The President shall preside over all the meetings of this association and over the meetings of the Board of Governors and shall be chairman of the Executive Committee; shall be ex-officio member of all committees and shall cast the deciding vote whenever his vote would cause or break a tie vote in any meeting at which he presides.

(b) The President shall be the Chief Executive Officer of this association and shall have broad and general powers of direction and supervision over all the officers, committees and employees except as hereinafter set forth. He shall have no power to overrule or revoke any duly adopted action of the Board of Governors or membership, and shall supervise the activities of counsel. He shall be the Administrative Head of the Board of Governors, and as such, shall supervise all officers and employees of this association and see that this Constitution and By-laws and the actions of the Board of Governors are obeyed and carried into force and effect and shall report to the Board of Governors and defection or dereliction of duty by any officer or employee of this association.

(c) He shall appoint all members of all committees, except as otherwise provided herein.

(d) He shall sign, together with any other authorized officer all contracts and undertakings.

(e) The President shall have power to call or cause to be called Special meetings of the membership, of the Board of Governors, and the Executive Committee, as well as any other committee.

Duties of Vice President
The Vice President shall perform such duties and undertake such responsibilities as may be assigned to him from time to time by the President.

During the absence of the President, the Vice-President shall perform the functions and administer the duties of the President.

Duties of the Secretary
(a) He shall attend all meetings of the association, Board of Governors, Executive Committee and such other committees as may require his attendance.

(b) He shall have custody of the seal of the association and use it when required to do so in the performance of his official duties.

(c) He shall perform such other duties, consistent with his official position as may be prescribed by the Board of Governors.

Duties of the Treasurer
(a) The Treasurer shall supervise the financial activities and responsibilities of the Executive Director, and oversee the financial operations of the association. He shall serve as Chairman of the Budget and Finance Committee. 

(b) Upon the termination of his office the Treasurer shall deliver to his duly appointed or elected successor all books or records of the Treasurer relating to the financial transactions of the association. 

(c) He shall submit annual statements of the financial condition of the affairs of the association at the annual meeting and at such other time or times as the Board of Governors may direct.

Duties of the Sergeant-At-Arms
The Sergeant-at Arms shall assist in preserving order on the floor at all meetings of the association and at such other meetings as may require his attendance, and shall perform such other duties as the Chairman of said meetings may direct, and he shall have such other duties and responsibilities as may be prescribed by the Board of Governors.

Article VII
Section 1
Board of Governors
There shall be a Board of Governors, which, subject to the mandates and directions of the membership in a meeting assembled, shall be the governing body of the association. The Board may adopt such rules and regulations for the conduct of its business as it shall deem advisable.

Section 2
The Board of Governors shall consist of the following members in good standing: 

Members of the Executive Committee, the Sergeant-at-Arms, all Past Presidents, all Honorary Past Presidents, and fifteen active members (the "Elected Members"), who shall be elected as herein provided. Any vacancies in the Board of Governors may be filled by the Board until the next annual meeting.

Section 3
The term of each Elected Member of the Board of Governors shall be three years. At each Annual meeting five (5) Elected Members of the Board shall be elected. Additional Governors shall be elected as may be necessary to fill vacancies and unexpired terms of the Board. 

Section 4
No Elected Member shall be elected to the Board of Governors who shall have served on the Board for six (6) preceding years.

Section 5
Regular Meetings
The Board of Governors shall meet at least twice between the Annual meetings at a time and place to be determined by the Board of Governors. Such time and place shall be set at least twelve (12) months before the date of such meetings.

In addition to the aforesaid meetings, the Board of Governors shall meet during the first day of each annual meeting at a time to be designated by the President, for the purpose of receiving reports of the membership, and for such other purposes as may properly come before the meeting.

Special Meetings
Special meetings of the Board of Governors may be called by the President and shall be called by the President upon written request of ten members of the Board, for a date not less than five (5) days following receipt of such request. The business transacted at such Special meetings shall be limited to such business as is specified in the call for such meeting.

Section 6
Twelve (12) members of the Board of Governors shall constitute a quorum for the transaction of business. In the event that less than a quorum of the Board is present at any duly convened meeting of the Board of Governors called pursuant to notice as herein provided, the affirmative vote of the number of members necessary to take that action pursuant to these By-laws shall constitute a valid and enforceable vote as if a quorum were present and voting and empowered to act thereat with the full authority of the Board. 

Section 7
The Board of Governors may, with or without cause, and after notice by registered or certified mail or no less than 20 days, remove any elected officer from office or any member of the Board from the Board of Governors upon the vote of three quarters of those present and voting. All members shall receive a copy of the notice. This authority may not, however, be exercised by the Executive Committee.

Article VIII
Section 1
Compensated Employees

The association may engage an Executive Director and retain an attorney to serve as counsel to the association. The Board of Governors may, subject to approval by the membership, from time to time establish such positions for other compensated employees as may be deemed appropriate to fulfill the needs and objectives of the association.

Section 2
(a) In the event of a vacancy the Executive Committee shall hire the Executive Director and/or Counsel, each shall serve until the next Annual Meeting of the association.

(b) The Executive Director and Counsel, if approved in accordance with the foregoing, each shall serve upon the terms and conditions acceptable to them and approved by the membership.

Section 3
The Executive Director shall report to the President, shall be responsible for the administration and coordination of the operations of the association, and shall supplement the duties of an work in conjunction with the Secretary, Treasurer, and Counsel, in accordance with the guidelines formulated by the Executive Committee.

Section 4
The duties of the Executive Director shall include, without limitation, the following:

(a) To receive and give receipt of all monies coming into his or her hands belonging to the association and deposit same in the name of the association in such depositories as may be authorized by the Board of Governors.

(b) The Executive Director shall keep a correct record of all sums received by him or her for or on account of the association and of all sums expended and costs incurred by or on behalf of the association.

(c) The Executive Director shall keep a correct record of the minutes of all meetings of the Board of Governors, the Executive Committee and the members.

(d) The Executive Director shall perform such other duties as may be assigned by the President.

Section 5
Compensation for the Executive Director shall be fixed by the Board of Governors in an amount mutually agreeable to the Executive Director and the Board.

Section 6
Counsel shall be compensated in an amount mutually agreeable to counsel and the Board. Counsel shall advise and represent the association generally in all legal matters.

Article IX
Section 1
Nominations and Elections

The Nominating Committee shall nominate one Active member for each of the offices to be filled and for each vacancy on the Board of Governors to be filled at the Annual meeting. The Nominating Committee shall hold a meeting close to the place of the Annual meeting for the purpose of receiving and considering suggestions and recommendations; the date and time of such meeting shall be announced at the Annual meeting on the day preceding such Nominating Committee meeting. In addition, the Nominating Committee shall nominate at such Annual meeting for each of the four (4) Elected Members of the Board of Governors to be filled to serve two year terms on the Executive Committee as Members-at-Large; and the Committee shall submit a list of such members in writing to the Annual meeting before the close of the business session of the second day of the Annual meeting.

Section 2
Any ten members may, before the start of the business session of the third day of the Annual meeting, and before the election, propose in writing and deliver to the Secretary, the names of Active members as candidates for any or all of the offices, vacancies in the Board, and Members-at-Large of the Executive Committee to be voted on such Annual meeting, and the Secretary shall, before the election and the close of such sessions, announce said list of candidates and proposers.

Section 3
The election of Officers, Members-at-Large, and Governors shall be on the third day of the Annual meeting.

Section 4
The Candidate for office for whom a majority of the votes has been cast shall be declared elected. If there are more than two candidates for an office, and none shall receive a majority of votes cast on the first ballet, then there shall be a run-off election between the two candidates of whom the highest number of votes has been cast, and the candidate for whom the highest number of votes is cast is such run-off election, shall be declared elected.

Section 5
The voting for election to Board of Governors shall be cumulative voting; each Representative present shall be entitled to cast as many votes as there are vacancies to be filled on the Board of Governors, but no members shall be permitted to cast more than one vote for any one candidate. No ballot in such election shall be valid unless the members shall cast as many votes as there are vacancies. The candidate or candidates receiving the highest number of votes cast for any term on the Board shall be declared elected.

Section 6
Election for all Officers, Members-at-Large, and for members of the Board of Governors shall be by secret ballot, unless there shall be no nominations for the office for the vacancy or vacancies on the Board of Governors, other than what was submitted by the Nominating Committee.

Section 7
The President shall appoint three members to serve as tellers, who shall take charge of, canvass, and announce the vote.

Section 8
The elections at the Annual meeting shall be in the following order: President, Vice President, Secretary, Treasurer, Sergeant-at-Arms, Board of Governors, and Members-at-Large of the Executive Committee.

Article X
Section 1
Fiscal Year and Association Funds

The fiscal year of the association shall begin on the first day of January of each year and end on the thirty-first day of December of the same year.

Section 2
The Board of Governors shall designate the depository of the association funds that shall be subject to withdrawal upon the signature of the Treasurer or President. The President or Treasurer shall be bonded in such amount as shall be fixed by the Board of Governors.

Section 3
The Board of Governors may designate one of its members to sign checks or to sign or approve vouchers, for a limited time, in place of the Treasurer or President, during the temporary absence or disability of any of them. Such designee shall be bonded in the same amount as the President or Treasurer.

Section 4
Nothing contained in any article of this Constitution and By-laws shall be construed as prohibiting the acceptance and use, from any person, association, firm, or corporation, of any money without contribution.

Article XI
Voting
At all meetings of the association each Representative shall have one (1) vote, and may take part and vote in person only. Unless otherwise specifically provided herein, a majority vote of those members present and voting shall govern.

Article XII
Section 1
Standing and Other Committees
The standing committees of the association which shall be appointed by the President shall be as follows, except as shall be otherwise provided for herein.

a. Membership Committee 

b. Budget and Finance Committee

c. Nominating Committee 

d. Education and Public Information Committee

e. Annual Meeting Committee

f. Grievance and Complaint Committee

g. Executive Committee

Section 2
The membership Committee shall review all applications for membership and report its findings and recommendations to the Board of Governors, shall investigate and monitor the attendance at Board and Association meetings of Provisional Members, and report back to the Board at the time of election to membership.

Section 3
The Budget and Finance Committee shall consist of at least five members, two of whom, including the Treasurer who shall be Chairman of the Committee, shall be members of the Executive Committee, and shall present to the Annual meeting an Income and Expense budget for the next year, together with a report of the fiscal results for the current fiscal year to date, together with estimated expenses for the balance of the fiscal year and a compensation of the combined figures with the budget for the year. The Committee shall oversee the investment of the association funds and report to each meeting of the Board of Governors and the association.

Section 4
The Nominating Committee which shall have such functions as are provided in Article IX, shall consist of the three immediate Past Presidents who are present and registered at the meeting at which the Committee report is presented to the Annual meeting, and the two members who are appointed by the President, and who are present and registered at such meeting. The Nominating Committee shall not nominate any member of the Committee for elective office.

Section 5
The Education and Public Information Committee shall be responsible for planning educational meetings; and for programs of cooperation and collaboration with the clergy and others who share our interest and concern in Jewish funeral practices; and for the public distribution and dissemination of information regarding Jewish funeral directors and funeral practices. The Committee shall consist of no less than ten members, who shall include the Vice President and the immediate Past President. 

Section 6
The Annual Meeting Committee shall assist the President in planning and overseeing the annual meeting, and generally assist the President and the Board of Governors in the conduct of the meeting.

Section 7
The committee on Grievances and Complaints shall consist of nine members and shall have such powers and duties as described in Article XV.

Section 8
The Executive Committee shall consist of the President, Vice President, the Secretary, Treasurer, Chairman of the Education and Public Information Committee, four Members-at-Large, and the immediate Past President. The Committee shall serve as counselors and advisers to the President, and shall also have such authority and responsibilities as shall from time to time be delegated to it by the Board of Governors. Any actions of the Executive Committee shall be reported promptly to the members of the Board of Governors.

Section 9
The President shall appoint such other committees, subcommittees, or study groups as are necessary and which are not in conflict with other provisions of this Constitution and By-Laws, and prescribe their duties and responsibilities.

Article XIII
"The Jewish Funeral Director"
The official publication of the association shall be "THE JEWISH FUNERAL DIRECTOR," which shall be published annually or as often as practicable, and shall be devoted to the best interests of the Jewish Funeral Directors of America, Inc.

Article XIV
Section 1
Meetings

The annual meeting of the association shall be held between September 1st and December 31st at such place and time as shall be determined by the Board of Governors at least two years before the time of the annual meeting.

Section 2
Special meetings of the association may be called by the President, and shall be called by the President upon the written request of ten (10) members of the Board of Governors at any time or by the President upon written requests form fifteen (15) members. Notice of such meeting shall be given not less than five (5) nor more than twenty-five (25) days before the meeting. The business to be transacted at any Special meeting shall be stated in the notice thereof, and no other business may be considered at that time.

Section 3
Written notice of any regular meeting of the association shall be mailed to the last known address of each member not less than thirty (30) nor more than sixty (60) days before the meeting. 

Section 4
A simple majority of the Representatives registered at the Annual or Special meeting shall constitute a quorum for the transaction of business, provided, however, that at no time less than 15 Representatives shall constitute a quorum. In the event that less than a quorum of the members is present at any duly convened regular or special meeting of the association called pursuant to notice as herein provided, the affirmative vote of the number of Representatives necessary to take that action pursuant to these By-Laws shall constitute a valid and enforceable vote as if a quorum were present and voting.

Section 5
The meetings and procedures of this association shall be regulated and controlled according to Robert's Rules of Order (Revised) for parliamentary procedure, except as may be otherwise provided herein.

Article XV
Section 1
Discipline

Violation of the Constitution and By-Laws or rules and regulations or Code of Ethics of the association, or violation of any agreement or commitment made by the association on behalf of its members, or any act of professional misconduct or any conduct which shall serve to bring discredit or criticism upon the Jewish funeral service, shall be promptly referred to the Grievance and Complaint Committee and shall subject the member to reprimand, suspension, fine or expulsion from the association, and / or such other action as the Board of Governors shall direct. 

Section 2
All complaints or charges made to the association must be in writing and must be accompanied by such evidence as the Grievance and Complaint Committee shall require. The Chairman s and any shall cause a copy of the complaint and any additional information the Committee deems appropriate to be forwarded promptly by registered or certified mail to the respondent, with request for an answering statement and such documents as are required, within twenty (20) days from receipt of such copy and information.

Section 3
The Grievance and Complaint Committee shall investigate or cause to be investigated every complaint received against a member, or the firm with which he is associated, regarding any violation or misconduct in connection with a Jewish funeral.

Section 4
The Committee chairman may delegate responsibility for investigation or hearing of any complaint, or both, to a subcommittee of any three members of the Committee, and may temporarily designate other members of the association to serve as members of such subcommittee, under the direction of a committee member, who shall be designated as the Chairman of the subcommittee. Such subcommittee shall forward its report and findings to the full committee. 

Section 5
(a) The Committee shall review and evaluate all information received from the subcommittee, if one has been formed, and prepare a written report, findings and recommendations for submission to the Board of Governors. Prior to submission thereof to the Board, the Chairman may poll the Committee either at a meeting, by mail or by telephone conference call with respect to the recommendations to be made to the Board. No recommendation to discipline or prosecute any funeral director shall be made without the affirmative vote of at least a majority of the full committee.

(b) The report, findings, and recommendations of the full committee, together with a copy of all evidence received, shall be forwarded to the Board of Governors, addressed to the President.

Section 6
The Board of Governors shall review the report and recommendations of the Grievance Committee and shall determine what, if any, disciplinary action shall be enforced or other action taken. 

Section 7
The Board of Governors may promulgate, and from time to time may amend, rules for the conduct of hearings and other procedures under this section; and the Board of Governors shall be the sole judge of the regulations or manner governing such hearings, except that the association and the respondent shall have the right of legal representation at all hearings, and the Committee and the Board shall not be bound by the legal rules of evidence in hearings held under this Article.

Section 8
Any member who is expelled by direction of the Board of Governors shall cease to be a member and shall have no claim for the recovery of any dues and / or additional dues which may have been paid.

Section 9
A member who is expelled may make application for reinstatement to membership in the association, after one year from the date of his expulsion, and may be reinstated upon such terms and conditions as the Board of Governors shall determine.

Article XVI
Interpretation
This Constitution and By-Laws shall be interpreted by the then counsel for the association whose interpretation may be overruled by a two-thirds vote of the Board of Governors, or by two-thirds of the Representatives at a meeting of the membership.

Article XVII
Amendments
This Constitution and By-Laws may be amended or repealed by a two-thirds vote of the members present and voting at any Annual meeting, or at any Special meeting called for the purpose, notice of such proposed changes having been sent in writing to the members at least twenty (20) days before such meeting. Amendments may be proposed by a majority vote of the Board of Governors on its own initiative, or upon petition of any ten (10) members, addressed to the Secretary, and upon notice given as above indicated to them membership of this association.