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BYLAWS
OF THE CONGREGATION
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Bylaws Of Congregation Beth Israel of San Diego
Amended May 17, 2007
ARTICLE I - Name
ARTICLE II - Purposes
ARTICLE III - Membership
ARTICLE IV - Board of Directors
ARTICLE V - Officers
ARTICLE VI - Committees
ARTICLE VII - Senior Personnel
ARTICLE VIII - Cemetery and Mausoleum
ARTICLE IX - Amendments
ARTICLE X - Dissolution
ARTICLE XI - Major Expenditures
ARTICLE XII - Fiscal Year
ARTICLE XIII - Rules of Order
BYLAWS OF CONGREGATION BETH ISRAEL OF SAN DIEGO
ARTICLE I - NAME
The name of this Congregation shall be:
"CONGREGATION BETH ISRAEL OF SAN DIEGO"
ARTICLE II - PURPOSES
The purpose of the Congregation shall be:
To worship God in accordance with the Jewish tradition; to advance the principles of
Reform Judaism; to cultivate a love and understanding of the Jewish heritage; to stimulate
fellowship within this Congregation and in the Jewish community of San Diego; to strengthen
the bonds of loyalty to Jewish people everywhere; to promote the principles of righteousness and harmony among all members of society.
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ARTICLE III - MEMBERSHIP
Section 1. Eligibility
Any individual who subscribes to the purposes of the Congregation as stated above and
who is at least eighteen (18) years of age shall be eligible for membership, with his or her spouse
and dependent minor children, upon written application, subject to approval by the Board of
Directors.
Section 2. Dues and Assessments
Each member shall pay such dues and assessments as may be determined from time to
time by the Board of Directors, for the purpose of providing the funds required to maintain and operate the Congregation, its facilities, services and programs.
(a) Dues and assessments of a new member shall be determined and payment or arrangements for payment thereof shall be made at the time they become a member.
(b) Dues of all other members shall be determined by July 1 of each fiscal year. Such
dues shall be due on July 1 of each fiscal year and, unless one-half (1/2) of the dues are paid in
full by December 31 of said fiscal year and unless the balance of the dues are paid in full by the
following June 30 of said fiscal year, such dues shall be deemed delinquent.
(c) Assessments (including amount pledged for any purpose other than dues) or approved
installments thereof likewise shall be due on July 1 of each fiscal year and unless paid in full by
the following June 30 of said fiscal year shall be deemed delinquent.
(d) Notwithstanding the foregoing, the Board of Directors may waive, extend or modify any financial obligation due from a member.
(e) A member whose dues or assessments are not delinquent shall be a member in good standing.
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Section 3. Termination and Resignation
(a) A member whose dues or assessments are delinquent shall not be a member in good standing.
(b) AAt the discretion of the Board of Directors, a member may be terminated from
membership after a member's dues or assessments are delinquent for a period of not more than
six (6) months after the end of a fiscal year, whereupon all rights and privileges of the
terminated member in the Congregation shall cease.
(c) A member not in good standing or a terminated member may be reinstated by the
Board of Directors upon payment of all delinquent dues and assessments or upon compliance
with such other conditions as may be set by the Board of Directors.
(d) A member may resign at any time.
(e) Termination of a member or resignation by any member shall not relieve that member from the payment of any obligation owing to the Congregation at the time of such termination or resignation.
Section 4. Annual and Special Meetings
(a) There shall be an annual membership meeting ("Annual Meeting") in the month of May of each year on a date to be determined by the President unless postponed by the Board of Directors to a specific date in the month of June.
(b) A special membership meeting ("Special Meeting") shall be convened at any time as
follows: (i) at the discretion of the President acting alone, (ii) by the President within thirty (30)
days, excluding Jewish and legal holidays occurring during such period, after receipt by the
President or the Executive Director of a written request signed by at least seventy-five (75)
members in good standing and specifying the business desired to be considered or transacted at
such Special Meeting, or (iii) by a majority of the Board of Directors.
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(c) If the request for a Special Meeting is received by the President or Executive Director
at least twenty (20) days prior to a previously noticed Special or Annual meeting, the meetings
shall be combined and a supplemental notice shall be mailed to all members at least seven (7)
days prior to the combined meeting. That supplemental notice shall specify at least the
additional business to be conducted.
(d) Only members in good standing may vote or speak (subject to reasonable regulations established by the President) at Annual and Special Meetings.
Section 5. Meeting Agenda and Notices
By the February meeting of the Board of Directors, the President shall announce the date of the Annual Meeting.
(a) No later than 45 days prior to that Annual Meeting, all members shall be sent notice ("Initial Notice") of the date of the Annual Meeting and the tentative agenda. That Initial Notice shall include the names of all nominees as selected by the Nominating Committee to be presented for election at the Annual Meeting.
(b) No later than thirty (30) days prior to the date of the Annual Meeting, a written request (signed by at least seventy-five (75) members in good standing) may be submitted to the President or Executive Director specifying additional or alternative business. Such business shall be conducted at the Annual Meeting.
(c) No later than thirty (30) days prior to the Annual Meeting, other nominations may be submitted to the President or Executive Director in accordance with the requirements of Article IV, Section 5.
(d) The final agenda, together with a list of all candidates and notice of the date, time and location of the Annual Meeting ("Final Notice"), shall be mailed to all members at least twenty (20) days prior to that Annual Meeting.
Notice of any Special Meeting shall be mailed to all members at least fifteen (15) days prior to any such Special Meeting. The notice shall contain the date, time, place of, and general nature of the business to be considered or transacted at that meeting.
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Section 6. Quorum
A quorum of at least seventy-five (75) members in good standing shall be required to be present to convene and for the transaction of any business at any membership meeting.
Section 7. Voting
(a) Only members in good standing shall be entitled to vote on matters presented to meetings of the Congregation.
(b) In case of a family, husband and wife shall each be entitled to one (1) vote.
(c) The dependent minor children of members (Article III Section 1) are not entitled to vote.
(d) If a member wishes to cast an absentee vote, the member must mail a written request
for an absentee ballot, signed by the member, to the Executive Director at least ten (10) days
prior to the scheduled voting day. Such absentee vote may be cast only for election of Directors
and election of members of the Nominating Committee. The Executive Director must mail, such
absentee ballot to each member in good standing duly requesting the same. The absentee ballot
shall be completed by the member and must be received by the Executive Director before the
commencement of the membership meeting. In the case of the Annual Meeting, no absentee
ballot may be mailed before the mailing to members of the Final Notice of that meeting. Once a
member's absentee ballot has been received by the Executive Director, such absentee ballot may
not be withdrawn and the member may not vote in person. With respect to the election of Directors and Nominating Committee members, in the event a duly nominated candidate withdraws from the election before such meeting, the membership may vote on the remaining candidates at such membership meeting.
(e) The Executive Director shall maintain the secrecy of the ballot process.
(f) All ballots shall be counted contemporaneously.
(g) No member may authorize another person or persons to act by proxy in any voting matter.
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ARTICLE IV - BOARD OF DIRECTORS
Section 1. Powers
All powers of the Congregation shall be exercised by or under the authority of the Board
of Directors which shall be vested with the management and control of affairs, records, funds
and other property of the Congregation, unless otherwise specifically set forth in these By-Laws.
Section 2. Number and Qualifications
The Board of Directors shall consist of no less than sixteen (16) and no more than twenty-four
(24) elected directors, all of whom shall be members in good standing with the Congregation
("Elected Members"). The exact number of Elected Members shall be fixed from time to time
by the Board of Directors within these specified limits. Up to two (2) other past presidents
designated by the President, subject to the approval of the Board of Directors may also serve
with voting privileges. The presidents of Men’s Club and Women of Reform Judaism and any
other Board authorized auxiliary of the Congregation, during their tenure in such offices, shall be
ex-officio members of the Board of Directors without voting privileges, except that one vote per
auxiliary shall be granted whenever the respective group possesses one hundred (100) paid
members who are members in good standing of the congregation. The determination of voting
rights of the auxiliary presidents shall be determined annually as of June 30. In addition, the
president of the Cemetery and Mausoleum Association, Inc. and the president of the
Congregation’s senior youth group shall be ex-officio members of the Board without voting
privileges.
Section 3. Honorary Board Consultants
Upon nomination by the President, any past president of the Congregation who has been an elected member of the Board of Directors for at least twelve (12) years and has served the Congregation and the Board of Directors with extraordinary devotion, diligence and dedication may, in the discretion of the Board of Directors, be elected as an Honorary Board Consultant by secret ballot by a two-thirds (2/3) vote of Directors present. An Honorary Board Consultant shall be an ex-officio member of the Board of Directors, without voting privileges, whose term shall be three (3) years. Any past president elected as an Honorary Life Consultant before May 19, 1994 shall continue to serve as an ex-officio member of the Board of Directors for life without voting privileges.
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Section 4. Election and Tenure
At the Annual Meeting, up to eight (8) Elected Members shall be elected by secret ballot for a three (3) year term commencing upon their election. No person may serve more than two (2) complete consecutive terms as director, unless that person is serving as an officer on the Board of Directors. A Board member who has completed the term(s) of service either under the provisions of this section or through resignation may not serve as an elected Director or be appointed to a vacancy for a period of two (2) years.
Section 5. Nominations
Nominations for election of Directors at the Annual Meeting shall be submitted by the
Nominating Committee. Such nominations shall be contained in the Initial Notice of the Annual
Meeting. Other nominations shall be contained in the Final Notice of the Annual Meeting.
Other nominations may be made only by written petition signed by at least twenty-five (25)
members in good standing, and consented to in writing by the nominee, submitted in a timely
fashion in accordance with Article III, Section 5.
Section 6. Removal and Resignation
(a) Removal. The Board of Directors may remove a Director after three (3) consecutive, absences from Board meetings in any one year, or, for any good cause, by secret ballot with a two thirds (2/3) vote of the Directors present. For purpose of this section, a year shall commence on July 1 and end on June 30.
(b)Resignation. Any Director may resign by giving written or verbal notice to the
President, Secretary or Board of Directors. Said resignation shall be effective upon giving such
notice unless the notice specifies a later time for the resignation to become effective. If the
resignation of a Director is effective at a future time, the Board of Directors may elect a
successor, pursuant to Section 7 below, to take office when the resignation becomes effective.
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Section 7. Vacancies
In the event of any vacancy on the Board of Directors, the remaining Directors shall elect
a successor from the recommendations submitted by the Nominating Committee to fill the
unexpired term. Such election shall take place no later than the second Board meeting following
such vacancy. The unexpired term of such vacant director position shall not be included in
determining whether any Elected Director has served the maximum number of complete terms
as permitted in Article IV, Section 4. above.
Section 8. Regular and Special Board Meetings
The Board of Directors shall hold regular meetings on the third (3rd) Thursday of each
month.on the premises of the Congregation, or any other place as may be designated by the
President or the Board of Directors. A special meeting of the Board of Directors may be
convened at any time by the President and must be convened by the President within seven (7)
days after receipt by the President or the secretary of a written request signed by at least five (5)
Directors eligible to vote and specifying the business desired to be considered or transacted at
such meeting. Members of the Congregation may speak at any regular or special meeting of the
Board of Directors, subject to reasonable regulation by the President. Members of the
Congregation may be excluded from the meeting by majority vote of the Board members.
Section 9. Notice of Meetings
Notice of the time and place of the regular meeting of the Board of Directors shall be
mailed to all Directors at least five (5) days prior to such meetings. Notice of the time and place
of, and the general nature of the business to be considered or transacted at, any special meeting
shall be mailed to all Directors at least three (3) days prior to any such special meeting.
Section 10. Quorum
A majority of the number of Directors authorized to vote in the By-Laws constitutes a quorum of the Board of the transaction of business.
Section 11. Voting
No ballot for election of Directors shall be valid unless cast for the exact number of vacancies to be filled.
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ARTICLE V - OFFICERS
Section 1. Election
The Board of Directors shall elect annually from among the Directors at their first
meeting following the Annual Meeting, a President, a President-Elect, one (1) or more Vice-
Presidents, a Secretary and a Treasurer, to serve, commencing upon their election, for a term of
one (1) year and continuing until their successors are elected. Any vacancy in an office shall be
filled by the Board of Directors.
Section 2. President
The President shall have the responsibility and authority for the general supervision and
management of the affairs of the Congregation, subject to the direction of the Board of Directors.
The President shall preside at all meetings of the membership, the Board of Directors, and the
Executive Committee. The President shall appoint all committees, other than elected
committees, and shall be an ex-officio member of all committees. The President shall serve a
maximum of three (3) consecutive years.
Section 3. President-Elect, Vice-Presidents
The President-Elect shall perform the duties of the President in the event of the
President's absence or disability, and a Vice-President, as determined by the Board of Directors
shall perform the duties of the President-Elect in the event of the absence or disability of the
President-Elect, or in the event the President-Elect is performing the duties of the President. The
President-Elect and the Vice-President(s) shall have such other duties as may be designated by
the President and/or the Board of Directors. The President-Elect shall serve a maximum of three
(3) consecutive years.
Section 4. Secretary
The Secretary shall be responsible for recordation and maintenance of the minutes of all
meetings of the membership and the Board of Directors and shall be responsible for the serving
of due notice of all meetings. The Secretary shall also be responsible for the maintenance of the
membership records of the Congregation. The Secretary shall serve a maximum of four (4)
consecutive years.
Section 5. Treasurer
The Treasurer shall be responsible for the maintenance of the books and records of the
Congregation relative to all of its financial transactions and affairs, including accounting for its
assets and liabilities and its receipts and expenditures. The Treasurer shall supervise the custody
of all funds, securities and valuable financial papers of the Congregation and shall establish
responsible procedures for the disbursements of the funds of the Congregation, subject to such
regulations as may be established by the Board of Directors. The Treasurer shall serve a
maximum of four (4) consecutive years.
Unless otherwise authorized by vote of the Board of Directors, all expenditures shall be
by check, and each check shall be signed by at least two officers of the Congregation or one
officer and the Executive Director of the Congregation. All persons who are authorized to sign
checks of the Congregation shall be bonded by a surety company acceptable to the Board of
Directors, the bond to be in the amount and for the period determined by the Board of Directors.
Said bond to be paid by the congregation.
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ARTICLE VI - COMMITTEES
Section 1. Elected Standing Committee
The Nominating Committee shall be an elected standing committee, the composition and functions thereof to be as follows:
(a) The Nominating Committee shall consist of seven (7) members of the Congregation,
four (4) of whom shall be nominated by the President and elected by the Congregation at the
Annual Meeting and three (3) of whom shall be appointed by the President immediately
following the Annual Meeting. Not more than three (3) members of the Committee shall be
members of the Board of Directors. The Chairman of the Committee shall be selected by the
President. A member of the Committee may not serve more than three (3) consecutive one-year
terms. The duties of the Committee shall be to present, when necessary, nominee(s), to the
Congregation or Board of Directors. A majority of the committee members must be present to
conduct business.
Section 2. Other Standing and Special Committees
The President may appoint Standing committees and Special committees as required to facilitate the programmatic and/or administrative needs of the Congregation. Attendance at Standing or Special committee meetings shall be open to all members of the Congregation at the discretion of the committee chair.
Section 3. Executive Committee
The President may appoint an Executive Committee consisting of the elected officers and such other persons as the President may designate. It shall act in an advisory capacity to the President and to the Board of Directors.
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ARTICLE VII - SENIOR PERSONNEL
Section 1. Selection of a Senior Rabbi
The Senior Rabbi of the Congregation shall be initially recommended by a special pulpit
committee appointed by the President which shall consist of at least twelve (12) members of the
Congregation, one-fourth of whom shall be Directors, plus the president who shall be the cochair
and who shall select a member in good standing as their co-chair. The recommendation
shall be subject to the approval of the Board of Directors and the members of the Congregation.
The recommendation as approved by the Board of Directors shall be referred to the membership
at its next Annual Meeting, or a Special Meeting called for such purpose, where an approval by
secret ballot by two-thirds (2/3) of the members in good standing that are present and vote shall
be required for the employment of the Senior Rabbi. The salary, length of employment and other
terms of a written employment agreement must be approved by the Board of Directors. The first
renewal of the Senior Rabbi's employment shall be approved by both the Board of Directors and
a majority of those members in good standing that are present and vote at the Annual Meeting at
which such vote is taken. Any succeeding renewal shall require the approval of the Board of
Directors.
Section 2. Terms of Employment
(a) Upon approval by the Congregation, as set forth in Section 1. above, the Senior Rabbi
shall serve an initial term of employment not to exceed three (3) years. The length of all
succeeding terms of employment shall be determined by the Board of Directors as set forth in
Section 1. above.
(b) During any term of employment of the Senior Rabbi, either the Board of Directors or
the members of the Congregation may terminate the employment of the Senior Rabbi for cause,
as defined in the employment agreement between the Senior Rabbi and the Congregation. Such
action by the members of the Congregation may be taken upon a vote by secret ballot by a
majority of the members in good standing that vote at a meeting of the membership for which
notice referred to such proposed action, provided that not less than twenty percent (20%) of the
total members eligible to vote, shall be required to vote in favor of such action.
Section 3. Duties and Responsibilities of Senior Rabbi
The duties and responsibilities of the Senior Rabbi shall be those traditionally or
customarily performed by a Rabbi under the principles and practices of Reform Judaism and as
may be designated by, and subject to the policies of, the Board of Directors. The Senior Rabbi
shall be entitled to attend all meetings of the Board of Directors and committees, except when
excluded by majority vote, provided, however, the President may exclude the Senior Rabbi from
meetings involving the Senior Rabbi's compensation, or performance.
Section 4. Hiring of Senior Personnel
(a) The Board of Directors may, in its discretion, approve the hiring of such additional clergy and senior staff as the Board shall determine, including but not limited to, one or more associate and/or assistant Rabbis, Cantors and an Executive Director.
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ARTICLE VIII - CEMETERY AND MAUSOLEUM
Section 1. Cemetery and Mausoleum, Inc.
There shall be owned and operated by and on behalf of the Congregation, the Beth Israel
Cemetery and Mausoleum Association, Inc. (C&M Association) which is a separate Corporation.
it shall manage all cemetery and mausoleum properties and burial contracts for the Congregation,
and shall receive all emoluments for the Congregation to be used for cemetery and mausoleum purposes, unless otherwise directed by the Board of Directors of the Congregation. The Board of
Directors of the Congregation shall elect annually, the members of the Board of Directors of the
C & M Association who shall serve, upon their election, terms of service as prescribed in the
Bylaws of the C & M Association. The members of the Board of Directors of the C & M
Association shall be responsible for management of the operations of the C & M Association for
the benefit the Congregation. The President of the Congregation shall be an ex-officio member
of the Board of Directors of the C & M Association.
Section 2. Home of Peace Jewish Cemetery
The Congregation is a member of the Jewish community’s Home of Peace Cemetery
Corporation. The C & M Association may appoint from the temple membership one (1) person
to serve as a member of the Board of Directors of the Home of Peace Cemetery Corporation to
participate in its management and operation.
ARTICLE IX - AMENDMENTS
These By-Laws may be amended by presentment of a proposed amendment in writing
approved by the Board of Directors or signed by at least twenty-five (25) members in good
standing, and adopted at a membership meeting by at least two-thirds (2/3) of the members
present and in good standing. Notice of the meeting shall contain a summary of such proposed
amendment(s).
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ARTICLE X - DISSOLUTION
The Congregation was formed and exists, and its property and income are irrevocably
dedicated, solely for religious purposes. No member shall have any proprietary interest in any
such property or income. Upon dissolution or liquidation of the Congregation, all of its property
shall not devolve upon any individual, but shall be transferred to a fund, foundation or
corporation organized and operated solely for religious purposes as may be selected by the last
Board of Directors of the Congregation.
ARTICLE XI - MAJOR EXPENDITURES
Before any transaction involving the receipt or expenditure by the Congregation of One
Hundred Thousand Dollars ($100,000.00) or more shall be made for the purchase, sale, exchange
or alienation or encumbering, mortgaging, hypothecating or subjecting to trust deed indebtedness
of real property, or for the design, construction or alteration of buildings or other improvements
on real property, the Board of Directors shall ascertain the relevant material facts and submit
them to the Congregation at an Annual or Special Meeting. An affirmative vote of sixty percent (60%) of the members present and in good standing at such meeting shall be required to
authorize the execution of any such transaction.
Notwithstanding the foregoing, neither (a) the purchase by the Congregation with gift,
bequest or endowment funds of real property solely for endowment purposes or (b) the sale or
exchange of real property acquired and maintained by the Congregation solely for endowment
purposes, shall be subject to the provisions of this Article.
ARTICLE XII - FISCAL YEAR
The fiscal year of the Congregation is hereby established as that period commencing July 1 of each year and ending June 30 of the following year.
ARTICLE XIII - RULES OF ORDER
Robert's Rules of Order shall govern the transaction of business at meetings of the Congregation and the Board of Directors, except as otherwise herein provided. Upon written request of twenty-five (25) members in good standing, at least ten (10) days prior to an Annual or Special Meeting, a registered parliamentarian shall be engaged for that meeting by the President at the expense of the Congregation.
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