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Bylaw revision Task Force - Alan Kaufman, Phyllis Weiss, Beth Nathan
Notes to Proposed changes to bylaws – 2015
Article I – Inserts location to conform to suggested URJ format.
Article II – Revises Purpose to conform to current mission statement.
Article V - Section 2. Inserts “individual” as a recognized unit of membership. Makes
explicit that any member over the age of 18 in a family or household has the right to
vote as long as they are members in good standing. Defines what good standing
means.
Article V – Section 6. Removes upper age barrier to voting eligibility. The upper age
has little practical meaning and is exclusive and not inclusive. If a dependent child is
part of the household and wants to vote we should simply allow it and not be policing
ages or living arrangements of families.
Article VI – Sections 1 and 2. Clarifies language with no substantive significance.
Article VI – Section 3. Makes explicit that absentee and proxy ballots count toward
quorum and vote tallies.
Article VI – Section 4. Makes explicit that absentee ballots are also authorized.
Article VI – Section 5. New section addressing notice to congregation. Authorizes
electronic notification. Gives authority for determining notice to the Board, but authority
for determining the form of notice could be given to the President or the Executive
Committee.
Article VII – Section 1. Makes the number of vice presidents up to 4 and the filling of a
1st vice president discretionary rather than mandatory. Clarifies that the 1st vice
president is the presumptive nominee for next president and is a different office for
purposes of term limits to the extent that a person may serve two terms as vice
president and one term as first vp. We felt that a possible total of 8 years as vp would
be excessive and compromised at 6.
Article VII – Section 5. Changes the requirement from annual audit to review with
audit in the Board’s discretion.
Article VIII – Section 1. Removes right to vote at Board Meetings from presidents of
Sisterhood, Brotherhood and Youth Group. Adds that employees of the congregation
and associate members may not serve on the Board with the exception that
employment as a religious school teacher is not disqualifying.
Article VIII – Section 5. Makes it clear that members of the congregation may attend
board meetings subject to rules made by the board for attendance and participation.
Article VIII – Section 6. Inserts the requirement that quorum members be voting
members. Otherwise, actions of the Board could be taken by a small number of voting
members.
Article VIII – Section 7. Removes the phrase requiring “consultation” with the Rabbis
in hiring professional staff. There is no need to authorize “consultation” in the bylaws.
As a practical matter, no professional hiring will be done without consultation with the
rabbis, and nothing in the bylaws prohibits it. Having an unnecessary and vague
requirement of “consultation” invites confusion.
Article IX – Replaces the word “ordained” for “invested.” Cantors are now ordained.
The word “invested” has no significance.
Article IX – Sections 3, 3A and 4. These sections are revised to make the initial hiring
and retention of all ordained clergy subject to the same process. All ordained clergy are
hired by approval of the Board and two thirds vote of the congregation. After initial
terms, the board makes a recommendation to the congregation subject to a majority
vote. After that, renewals are within the control of the Board subject to congregational
approval if the Board votes to renew. In other words, after the initial term, whatever the
Board recommends, retention or not, goes to the congregation. All subsequent
renewals are within control of the Board. Only the decision to renew goes to the
congregation for approval. A decision not to renew could be made by the Board alone.
Article X – Rather than mandating listed standing committees, gives the Board
discretion in the creation of standing and other committees and task forces, renames
the Adult Education committee the Life-Long Learning committee, deletes the Property
Management and Social Events committees as listed standing committees and creates
the Human Resources committee as a listed standing committee.
Under the description of the committees, replaces “audit” with “review” of accounts
under Budget and Finance, adds responsibility for programs in “other areas of interest
to the membership” besides Jewish Heritage under Life Long Learning, adds a
description of the Human Resources Committee, adds that actions of the Judaica
committee are subject to the approval of the Board, and allows the Board to authorize
the use of outside advisors to assist the Endowment Committee.
Article XI - Section 1. Adds that employees, other than Religious School teachers,
may not serve on the nominating committee.
Article XII - Adds that proxy and absentee votes count toward threshold for approving
purchase or sale of real estate over $5000.
Article XIII – Clarifies that fiscal year ends on April 30.
Article XIV - Changes “mailed” to provided to be consistent with new notice provision
authorizing other means of notice. Clarifies that absentee and proxy votes count toward
voting threshold.
Draft 04/15/15
Proposed deletions in brackets, additional language in bold.
HEVREH OF SOUTHERN BERKSHIRE BYLAWS
ARTICLE I
Name
This congregation shall be known as Hevreh of Southern Berkshire, Inc., located
in Great Barrington, Massachusetts.
ARTICLE II
Purpose
The purpose of this congregation is to form a welcoming and inclusive
community of Jews caring for each other and their heritage of Judaism; [and to enable
its congregants to develop a relationship with God through communal worship, study
and assembly; and to apply the principles of Reform Judaism to the values and conduct
of the individual, family, and the society in which we live.] to build relationships
within and beyond our community that embrace and enrich our lives; and
to bring purpose to our lives though sacred and secular activities, worship
and rituals, sharing our stories, education, community service and social
action.
ARTICLE III
National Affiliation
This congregation shall affiliate itself with the Union for Reform Judaism or URJ
where applicable. It shall pay dues to the URJ and be entitled to all services as well as
privileges prescribed in the URJ constitution and By-Laws.
ARTICLE IV
Ritual and Religious Practices
The congregation shall in general follow the policies and practices of Reform
Judaism.
ARTICLE V
Membership
Section 1
Any person of the Jewish faith eighteen (18) years of age or over may be
welcomed to membership.
Section 2
The unit of membership for purposes of dues shall be the individual,
family or household, which for the purpose of this article shall be
construed to mean one or two adults and their unmarried dependent
children. Each adult member of that family or household over the age
of 18 shall be considered an individual voting member of the
congregation so long as they are members in good standing. Good
standing shall mean that all financial obligations to the congregation
are current. A non-Jewish spouse shall be welcome to share in the life of
the congregation, including service as a member of all committees except
those that make or affect religious or ritual policy. A non-Jew may not act
as an official representative of Hevreh to the public.
Section 3
The Board of Trustees may establish special membership classifications
with such provisions as it shall deem advisable.
Section 4
Members shall be responsible for support of the congregation through
payment of dues, assessments and other fees as shall be determined by
the Board of Trustees. A member who fails to pay any financial obligation
after such obligation becomes due and payable may be suspended and
deprived of all privileges upon vote of the Board of Trustees, after he/she
shall have been notified of his/her impending suspension.
Section 5
The Board of Trustees may waive, extend or modify any financial
obligation due from a member.
Section 6
Voting privileges at congregational meetings are reserved for members in
good standing of the congregation. In addition, non-Jewish spouses may
vote at congregational meetings on all matters except those of religious or
ritual policy. Dependent children, who are part of the membership unit,
over age 18 [ages 18 to 25], may vote at congregational meetings.
Section 7
The resignation of any member shall not relieve that member from
payment of any obligation due the congregation at the time of resignation.
ARTICLE VI
Meetings
Section 1
The Annual Meeting of the congregation shall be convened by the
president within 90 days after the end of the fiscal year. At this meeting,
reports shall be submitted by the president, the Rabbi, and such other
officers, officials, auxiliaries and committees as may be requested to do so
by the Board of Trustees; a budget for the coming fiscal year shall be
approved and such trustees and officers as necessary shall be elected.
Every member of the congregation shall be [notified] provided notice at
least 20 days prior to the holding of the annual meeting.
Section 2
Special meetings of the congregation may be called by the president, or
shall be called at the request of a majority of the Board of Trustees or on
written application of 30 percent of the members [membership]. The call
for a special meeting shall set forth the purpose of the meeting and
[written] notice thereof shall be [sent] provided to [such] all members at
least 10 days prior to the time of such meeting. No business shall be
transacted at such meeting except that specified in the call.
Section 3
Ten percent (10%) of the members of the congregation shall constitute a
quorum at congregational meetings. Absentee and proxy ballots
authorized pursuant to section 4 of this Article shall count toward
the quorum and as votes cast at the meeting. Unless otherwise stated
in these bylaws, actions taken at meetings shall be by majority of the
votes cast.
Section 4
The Board of Trustees may authorize voting by absentee ballot and
proxy for annual and/or special meetings and prescribe the procedures for
such voting.
Section 5
Notice to members of the congregation shall be provided by the
method or methods determined by the Board of Trustees and may
include mail and/or electronic means of notification. This provision
applies to every section of these bylaws requiring notice to members
of the congregation.
ARTICLE VII
Section 1
The officers of this congregation shall consist of a president, up to 4 vice
presidents, one of whom may be designated at the time of
nomination as 1st vice president [a 1st vice president and up to 3
additional vice presidents], a secretary and a treasurer, all to be elected
for a term of two years, at the annual meeting of the congregation.
A person elected as 1st vice president shall be the presumptive next
nominee for president. These officers shall assume office following the
annual meeting. An officer must fulfill the qualifications as set forth in
Article V, Section 1. Officers shall serve no more than two consecutive
terms in the same office, but a person, after serving two consecutive
terms as vice president, may serve one term as 1st vice president.
Section 2
The duties of the president shall be to chair all congregational and board
meetings; to be an ex-officio member of all committees; to call special
meetings; to sign all legal documents and to perform such other duties as
are incidental to the office.
Section 3
The president may designate one of the vice-presidents to act for the
president in the case of the president’s absence or short-term disability. In
the event of a vacancy in the office of the president, the Board of Trustees
shall by majority vote elect a person to the office who shall hold the office
only until the next annual meeting. The balance of the original term, if
any, of the office shall be filled by election at the next annual meeting. In
the event of a vacancy in any other office of the congregation, the Board
of Trustees may elect a person to the office who shall hold office only until
the next annual meeting. The balance of the term, if any, of the office
shall be filled by election at the next annual meeting.
Section 4
The vice president or vice presidents shall oversee and be members of
committees as assigned by the executive committee.
Section 5
The treasurer shall be the custodian of all funds of the congregation and
shall be the disbursing agent of the congregation as authorized by the
Board of Trustees. The treasurer shall report monthly to the Board of
Trustees. The treasurer shall present a financial report to the
congregation at all annual meetings. The treasurer, in the absence of the
president or vice presidents, shall assume the duties and responsibilities
incumbent upon that office. The treasurer shall be bonded for such
amount as is determined by the Board of Trustees. The Board of Trustees
shall have the financial records of the congregation reviewed [audited]
each year by an independent certified public accountant selected by the
Board[.], and may in its discretion require an audit.
Section 6
It shall be the duty of the secretary to serve as secretary of the
congregation and of the Board of Trustees. The secretary shall keep the
minutes of both bodies.
ARTICLE VIII
Board of Trustees
Section 1
The Board of Trustees shall consist of the officers of the congregation and
twelve (12) members elected by the congregation. The immediate past
president of the congregation shall serve on the Board with the right to
vote. All other past presidents shall serve as members of the Board with
no voting rights. In addition, the presidents, if any, of Sisterhood,
Brotherhood and Youth Group, as well as other officially sanctioned
auxiliary committees affiliated with the congregation shall serve as exofficio members with no voting rights [the right to vote]. Members of the
Board of Trustees must fulfill the qualifications as set forth in Article V,
Section 1. [In order to serve on the Board of Trustees, a member’s status
must be categorized as either a Full or Single member.] In addition,
officers and members of the Board of Trustees are expected to maintain
his/her membership in good standing and to be active participants in the
full life of the congregation, including attending services. An employee of
the congregation and an associate member may not serve as a
trustee, except that a member whose only employment by the
congregation is as a teacher in the Religious School shall not be
excluded from serving as a trustee.
Section 2
The congregation shall elect, for the first year, one third of the trustees to
serve for one year, one third to serve for two years and one third to serve
for three years.
Section 3
The congregation shall thereafter elect, as the above terms expire, four
trustees for a term of three years, provided however, that no trustees shall
be elected for more than two successive three-year terms.
Section 4
The Board of Trustees shall manage the affairs, funds, records, and
property of the congregation. It shall act on all matters of policy, and
perform such other duties as the members of the congregation in regular
or special meetings may prescribe. In addition, the Board of Trustees
shall fill all vacancies on the Board until the next annual election, at which
time the vacancy shall be filled by election for the balance of the term, if
any, of the vacated position.
Section 5
The Board of Trustees shall meet [at least] for at least 10 monthly
meetings per year, weather permitting, and in addition, may meet at the
call of the president or by petition of eight members of the Board.
Meetings of the Board of Trustees shall be open to any member of
the congregation subject to policies for attendance and participation
prescribed by the Board of Trustees.
Section 6
Twelve (12) voting members of the Board of Trustees shall constitute a
quorum.
Section 7
The Board of Trustees[, in consultation with the Rabbi(s),] shall have the
authority to engage professional staff and other employees and to fix their
duties and compensation.
Section 8
The Board of Trustees shall designate the bank, banks or trust company
for deposit of the congregational funds. It shall have the authority to
borrow money and to pledge for the repayment thereof of any assets of
the congregation.
Section 9
The Board of Trustees shall arrange for and maintain officers and trustee
insurance.
ARTICLE IX
Clergy
Section 1
Pursuant to the provisions of this article, the Board of Trustees shall
arrange for the selection and retention of such clergy as the Board
determines is necessary and appropriate to meet the needs of the
congregation.
Section 2
The congregation shall be guided [abide], in its selection of a Rabbi and
any other ordained [or invested] clergy, by the rules and regulations of the
Rabbinical Placement Commission of the Union of Reform Judaism
(URJ), the Central Conference of American Rabbis (CCAR) and Hebrew
Union College – Jewish Institute of Religion, or such other rules and
procedures as agreed to by the Rabbi and the Board of Trustees.
Section 3
The Senior Rabbi or ordained [invested] clergy shall be selected by a
special Pulpit Committee appointed by the President of the congregation
with the approval of the Board of Trustees. This committee shall
recommend to the Board of Trustees a Senior Rabbi or ordained
[invested] clergy to be elected. Upon the approval of the Board of
Trustees, this recommendation shall be presented to the congregation at a
regular or special meeting.
A two thirds vote of the members present at the meeting, including
authorized absentee and proxy votes, shall be required for the initial
election of a Senior Rabbi or ordained [invested] clergy.
[Section 3A An ordained assistant/associate Rabbi or cantorial soloist shall be
selected by a special Pulpit Committee appointed by the President of the
congregation with the approval of the Board of Trustees. This committee
shall recommend to the Board of Trustees an ordained assistant/associate
Rabbi or cantorial soloist to be hired. The Board of Trustees shall vote for
the recommended candidate(s) by a 2/3 majority.]
Section 4
Upon the completion of the term of the initial period of service of the Senior
Rabbi or ordained [invested] clergy, the Board shall make a
recommendation as to the reelection of such clergy. This recommendation
shall be submitted to a regular or special meeting of the congregation. A
majority of those members present shall be required to act upon the
recommendation of the Board. Each subsequent time the contract of
the Senior Rabbi or ordained clergy becomes eligible for renewal,
provided the Board of Trustees approves such renewal, the decision
to renew such term shall be submitted to a vote of the membership
at an annual or special meeting of the congregation. A majority of
those members present shall be required to act upon the
recommendation of the Board. [Following the initial election by the
membership, the future tenure, life] Life tenure, retirement or termination
of service, as well as the clergy-congregation relationship of the clergy
shall be guided [governed] by the procedures recommended by the
CCAR and the URJ, or such other procedures as agreed to by the Rabbi
and the Board of Trustees.
Section 5
The Rabbi and other ordained clergy shall have the right to attend all meetings
of the Board of Trustees and the congregation, except when requested for some
special reason to absent her/himself. The Rabbi and other ordained [or
invested] clergy shall be ex-officio members of all committees with the exception
that only the Senior Rabbi shall be a member of the executive committee.
Section 6
The Senior Rabbi shall be responsible for supervising all other clergy.
ARTICLE X
Committees
Section 1
The congregation [shall] may have the following standing committees and such
task forces and other committees as the Board of Trustees may authorize:
1. An Executive committee consisting of the president, the
immediate past president, vice presidents, treasurer, secretary and
Senior Rabbi.
2. A Budget and Finance committee.
3. A House committee.
4. A Membership committee.
5. A Religious School committee.
6. A Ritual committee.
7. A Life-Long Learning [An Adult Education] committee.
8. A Youth committee.
9. A Public Relations committee.
10. A Social Action committee.
11. A Fundraising committee.
12. A Caring Community committee.
13. A Long Range Planning committee.
14. A Library committee.
15. A Human Resources [A Property Management] committee.
[16. A Social Events committee.]
[17] 16. A Judaica committee.
[18] 17. A Connecting with Israel committee.
[19] 18. An Endowment Committee.
Section 2
It shall be the duty of the Executive Committee to act in an advisory and
consulting capacity to the president and to the Board of Trustees. The Board of
Trustees may delegate authority to the Executive Committee to act on
behalf of the Board when and as specified by the Board of Trustees,
including but not limited to when there is need for emergency action and
there is insufficient opportunity to obtain prior Board approval.
Section 3
It shall be the duty of the Budget and Finance Committee to make a detailed
estimate of the income and operating expenses for the ensuing year, to submit
an annual budget for the ensuing year and to supervise the [audit] review of the
accounts of the congregation. Any major expenditure not provided for in the
annual budget shall be proposed first to the committee on budget and finance
which if favorably included toward submission shall thereafter submit same to the
Board of Trustees for its approval.
Section 4
It shall be the duty of the House Committee to keep the synagogue
building and grounds of the congregation in good order and repair and to
establish, with the approval of the Board of Trustees, rules and regulations
for the use of the synagogue building and grounds.
Section 5
It shall be the duty of the Membership Committee to secure an accurate
roll of the membership, to promote affiliation with the congregation of all
like-minded members of the community, and to develop a program for
their integration and retention.
Section 6
It shall be the duty of the Religious School Committee, with the approval of
the Rabbi and the Director of the religious school, to make all regulations
necessary for the government of the school and to submit an annual
budget to the Board of Trustees.
Section 7
It shall be the duty of the Ritual Committee in cooperation with and
approval of the Rabbi to consider the rituals and observances of the
synagogue and to advocate such practices in the home as will enhance
the values of Jewish living.
Section 8
It shall be the duty of the Life-Long Learning [Adult Education] Committee to
develop educational activities and programs for the congregation and community,
in order to increase our knowledge of our Jewish heritage, or other areas of
interest to the membership.
Section 9
It shall be the duty of the Youth Committee to develop all manner of
activities on the part of the young people which contribute to their
knowledge of Jewish tradition, their respect for Jewish religion and their
participation in wholesome social activities.
Section 10
It shall be the duty of the Public Relations Committee to take charge of the
publicity for the congregation.
Section 11
It shall be the duty of the Social Action Committee to analyze issues and
problems of the community and nation in relation to the principles of
Judaism and sensitize the membership to their moral implications. It shall
cooperate with the Commission on Social Action for Reform Judaism and
local Jewish community organizations, but shall speak in the name of the
congregation only with prior approval of the Board of Trustees.
Section 12
It shall be the duty of the Fundraising Committee to raise funds to support
the congregation beyond the amounts raised by dues and fees. All
fundraising proposals shall be subject to review and approval of the Board
of Trustees.
Section 13
It shall be the duty of the Caring Community Committee to strengthen the
connections between and among members of the congregation as well as
connections between the members and the synagogue at large by
acknowledging life cycle events and extending support to members.
Section 14
It shall be the duty of the Long Range Planning Committee to develop
recommendations regarding long range goals and plans to meet the
needs of the congregation.
[Section 15 It shall be the duty of the Library Committee to keep the records of all
books and other media owned by the congregation, to keep all media in
good order in the library, and to recommend purchase of media for the
congregation’s collection.
Section 16
It shall be the duty of the [Property Management Committee] Human Resources
Committee, with the approval of the Board of Trustees, to [manage and keep in
good order and repair the property owned by the congregation other than the
synagogue building and grounds, and to establish rules and regulations for the
use of such property.] to establish and maintain policies governing the nonprofessional employees of the congregation.
Section 15 [17]
It shall be the duty of the Social Events Committee to plan, organize and
run social activities for the Hevreh community independent of any other
committees.
Section 16 [18]
It shall be the duty of the Judaica Committee to oversee the interior
design, art and Judaica of the congregation[.], subject to the approval
of the Board of Trustees.
Section 17 [19]
It shall be the duty of the Connecting with Israel Committee to establish
programming to further educate and enrich the Hevreh community about Israel.
Section 18 [20]
It shall be the duty of the Endowment Committee to oversee and manage
the Endowment Fund in the best interests of the congregation. Members of the
Endowment Committee shall be appointed by the Board. The Endowment
Committee shall have the authority as laid out and approved by the Board of
[Director] Trustees in the Endowment Fund Policy Statement. The Board of
Trustees may authorize the use of outside advisors to assist the
Endowment Committee.
ARTICLE XI
Nominations
Section 1
Nomination of officers and trustees after the first election when the
congregation is organized pursuant to these bylaws shall be made by a
nominating committee appointed by the president, with the consent of a
majority of the Board of Trustees. The Nominating Committee shall
consist of two members of the Board of Trustees whose terms of office do
not expire at the next ensuing election and three members of the
congregation at large who are not employees of the congregation.
Members who are employed as teachers in the Religious School may
serve on the nominating committee.
Section 2
The slate of nominees shall consist of one nomination for each officer and
for each trustee whose term of office shall expire at the close of the then
current fiscal year. The Board of Trustees may provide the nominating
committee with such guidelines as the Board sees fit for selecting
nominees.
Section 3
Selections of the nominating committee with the approval of the executive
committee shall be presented to the Board of Trustees for the Board’s
approval, and notice of said nominations shall be sent to the congregation
at least ten days prior to the annual meeting.
ARTICLE XII
Real Estate
Before any contracts shall be entered into for the purchase, sale or alienation by
[or for] the congregation of real and personal property over $5,000, other than real or
personal property held or to be held for investment purposes in the Endowment Fund,
the Board of Trustees shall ascertain all of the relevant material facts and submit them
to the congregation at a regular or special meeting to be called for that purpose. It shall
require a vote of two-thirds of the members present, including absentee and proxy
votes, to authorize any purchase, sale or alienation of real estate or personal property
in excess of $5,000.
Any purchase or sale of real estate to be used for investment purposes shall be
presented by the Endowment Committee to the Board of Trustees for their approval.
ARTICLE XIII
The fiscal year
The fiscal year shall begin on May 1 and end on April 30.
ARTICLE XIV
Amendments
Amendments to the Articles of Organization and By Laws shall be presented in
writing and shall be initiated by the Board of Trustees or by at least 25 percent of the
members of the congregation, and shall be filed with the secretary. Such amendments
may be acted on at any regular meeting of the congregation or at any special meeting
called for that purpose. Copies of the proposed amendments shall be provided
[mailed] to each member along with the notice of the meeting. An affirmative vote of
two-thirds of the members present, including absentee and proxy votes, shall be
necessary to adopt any amendment.
ARTICLE XV
Rules of Order
The rules of procedure at meetings shall be determined by Robert’s Rules of
Order, latest revised edition, provided that these bylaws shall control in case of conflict
with said rules.