Our By-Laws

BY-LAWS OF TEMPLE SHAARAY TEFILA

 

 

ARTICLE I

Purpose

To promote the fundamental and enduring principles of Judaism and to ensure the continuity of the Jewish people; to provide our membership with an opportunity to cultivate an understanding of and love for our Jewish heritage through communal worship of God, Jewish education and assembly; and to apply the principles and values of Reform Judaism in the conduct of our daily lives.  The Congregation shall be known either as “TEMPLE SHAARAY TEFILA” or as “CONGREGATION SHAARAY TEFILA”.

 

ARTICLE II

Membership in the Congregation

Section 1.  Eligibility for Membership:   Any Jewish person over the age of 18 may be elected to membership.  The unit of membership shall be the individual or the family.  A family unit of membership shall consist of married persons or other domestic partners who are economically and emotionally committed to each other and their children who are dependent and/or living in their household or a single adult individual and his or her children who are dependent and/or living in his or her household. At least one adult member of the family shall be Jewish.

Section 2.  Rights and Privileges:  All members of the Congregation are entitled to all of the rights and privileges incident to such membership, subject to the payment by them of the dues and assessments provided for by these By-Laws.  Non-Jewish members of a family unit shall be welcome to share in the communal life of the Congregation, including membership on committees, except those committees which are specifically excluded by the Board of Trustees, and except that the election as a trustee or officer shall be reserved to Jewish persons.

Section 3.  Membership Classes:  There shall be five (5) classes of members, to be known as  Regular Members, Sustaining Members, Patron Members, Rabbi’s Circle Members and Honorary Members, respectively.

Section 4.  Change in Membership Class:  Members of the Congregation who volunteer annually to pay a sum in excess of  Regular Members’ dues within the range fixed by the Board of Trustees shall be known as Sustaining Members, Patron Members or Rabbi’s Circle Members.  A Sustaining, Patron or Rabbi’s Circle Member may terminate his or her respective form of membership, and transfer to such other class of membership as he or she may be eligible for at that time.

Section 5.  Rights of Member’s Children:  Member’s children are eligible to attend religious school and those children who are twenty-five (25) years of age or younger or dependent children who are engaged in full time undergraduate/graduate education shall be eligible to attend all religious services.

Section 6.  Honorary Membership:  Honorary membership may be bestowed by the Board of Trustees upon persons who have rendered outstanding service to the Congregation or to Judaism.  They shall enjoy all the privileges of regular membership, without the right to vote or be counted toward a quorum and without any obligation to pay dues to the congregational treasury as a condition of said membership.

Section 7.  Application for Membership:  Any person who desires to become a member of this Congregation shall submit a written application for admission to membership which shall be considered and approved or disapproved in accordance with policies and procedures established by the Board of Trustees.  If the application is accepted, the applicant shall become a member and be bound by these By-Laws, any amendments thereof, and all regulations adopted by the Congregation or the Board of Trustees, and shall annually pay dues and assessments as may be properly levied.  This provision shall not apply to Honorary Memberships.

Section 8.  Right to Vote:  Each unit of membership which is in good standing as determined by the Board of Trustees, other than Honorary Members, shall have the right to vote at meetings of the Congregation.

Section 9.  Votes By Proxy:  Every member of the Congregation entitled to vote at any meeting thereof may vote by proxy, unless otherwise prohibited by these By-Laws.

Section 10.  Changes in Membership Classification:  The Board of Trustees shall have authority, from time to time, to create classifications of membership based upon age and dues with such rights and privileges as it shall deem advisable, but it shall not restrict the right to vote.

Section 11.  Dues:  Every Regular, Sustaining, Patron or Rabbi’s Circle Member shall pay the dues assessed to such membership classification by the Board of Trustees.

 

ARTICLE III

Meetings of the Congregation

Section 1.  Annual Meeting:  The Annual Meeting of the Congregation shall be held on that day in the month of May in each year or such other date as is fixed by the Board of Trustees.   The meeting shall take place at the Temple, or at such other place in the City of New York as may be fixed by the Board of Trustees.  The officers, trustees and members of the Nominating Committee elected at said meeting shall take office at the commencement of the next fiscal year.

Section 2.  Special and Emergency Meetings:  Special Meetings of the Congregation may be called by the President at his or her discretion or shall be called by the President upon the written request of either five (5) Trustees or twenty (20) members, which request shall be deemed delivered to the President upon being filed in the office of the Congregation.  Emergency Meetings of the Congregation may be called by the President at his or her discretion or shall be called by the President upon the vote of a majority of all of the members of the Board of Trustees taken at a regularly scheduled meeting or a meeting duly called for such purpose.

Section 3.  Notices of Meetings:  For a Special Meeting of the Congregation, the Secretary shall give notice of the time and place no less than thirty (30)nor more than  sixty  (60)days before the appointed day, except as provided in Article X, Section 3. of these By-Laws.  Notice of the Annual Meeting to the Congregation shall be given by the Secretary at least thirty (30) days but not more than sixty (60) days prior to the Annual Meeting. Notice of an Emergency Meeting of the Congregation shall be given by the Secretary at least 48 hours prior to any such Emergency Meeting.  The notice of a Special or Emergency Meeting shall state the nature of the business to be transacted thereat, which shall be the sole business conducted at such Special or Emergency Meeting. Notice of all meetings shall be given by posting the same conspicuously in the Community House of the Temple.  The notice for the Annual Meeting shall, in addition, contain the names of the candidates for election as officers, trustees and members of the Nominating Committee.  In the event an alternate slate of candidates is proposed by members subsequent to the issuance of the notice of Annual Meeting, an amended notice of meeting containing all of the candidates shall be promptly published in the same manner as required for the original notice of meeting.        

Section 4.    Form of Notice:  Notice required by these By-Laws may be given by mail or, at the request of the member, by telecopy, electronic mail or other means of data transmission at the telephone number or electronic address supplied by such member.

Section 5.  Quorum:  One Hundred (100) members or ten (10%) percent of the total units of membership, whichever is smaller, attending in person or by proxy, shall constitute a quorum for all meetings of the Congregation. For those meetings of the Congregation for which notice has been given invoking Article VII, Sections 3, or 4, or Article X of these By-Laws, proxies shall not be counted in determining a quorum.

Section 6.  Voting:  At each meeting of the Congregation, each member present in person or by proxy shall be entitled to one vote.  Proxies shall be in writing duly signed by the member but need not be acknowledged or witnessed, and the person named as proxy by any member must be a member of the Congregation.  Voting by the members shall be viva voce unless any member present at the meeting, in person or by proxy, demands a vote by written ballot, in which case the voting shall be by ballot, and each ballot shall state the name of the member voting, and the name of the proxy of such ballot if cast by proxy.

Section 7.  Inspectors of Election: At a Congregational meeting where a vote is to be taken, the President shall appoint two (2) Inspectors of Election from the members attending.  At every election of trustees, officers or members of the Nominating Committee the votes shall be counted  by the Inspectors of Election who shall then immediately sign and deliver to the President a report detailing the number of ballots cast for each candidate. The candidates receiving a majority of the votes cast for each office or post shall be declared elected..  Notwithstanding the foregoing, where no adversarial contest exists in election, and where no objection thereto is declared by any member, the President may deem the vote of the members in favor of such uncontested matters to be unanimous by acclamation.

Section  8.  Order of Business:  The order of business of the Annual Meeting shall be as follows: President’s Report; Treasurer’s Report; election of trustees, officers and members of the Nominating Committee; and such other matters as may properly come before the meeting of the Congregation as the Executive Committee and/or the Board of Trustees deem fit.  No new business will be conducted at any Annual Meeting unless the notice requirements for special meetings set forth in Section 3. of this Article have been complied with.

ARTICLE IV

Board of Trustees

Section 1. Number: The Board of Trustees shall consist of at least twenty-four (24) members and not more than thirty-two (32) members of the Congregation, including officers, as shall be determined from time to time by resolution adopted by a vote of the majority of the entire Board of Trustees, provided that no reduction in the size of the Board of Trustees shall shorten the term of any then acting Trustee. The Board of Trustees shall be classified so that the terms of one-third (1/3) of the total number of such Trustees (or as near thereto as practicable) shall expire in successive years. The Board may, from time to time, invite any auxiliary organization of the Congregation to send a representative to attend any regular or special meeting of the Board other than a meeting or session of the Board called for executive purposes. No such representative shall have the right to vote at any meeting of the Board or to be counted toward a quorum.

Section 2. Election:  The Trustees shall be elected, and shall serve, for terms of three fiscal years or until their successors take office. No Trustee, who is not an officer, who has served for six (6) consecutive fiscal years shall be eligible for re-election for one (1) fiscal year next following  the expiration  of such sixth (6th) consecutive  year unless such Trustee shall be elected to any office of the Congregation described in Article V, Section 3. for such fiscal year. Any Trustee who has been elected to any office of the Congregation described in Article V of these By-Laws shall serve for such time as prescribed by Article V, Section 3. and, upon conclusion of his or her officership, shall be eligible for election and service as a Trustee for up to an additional term of three (3) fiscal years, or until his or her successor takes office.  A member of the congregation shall be nominated for election as Trustee either (i) by written instrument signed by not less than twenty (20) members of the Congregation in good standing and filed with the Secretary not less than three (3) weeks prior to the date fixed for the Annual Meeting of the Congregation or (ii) by the Nominating Committee and filed with the Secretary not less than five (5) weeks prior to the date fixed for the Annual Meeting of the Congregation. The report of the Nominating Committee setting forth the nominations for Trustees shall be posted promptly in a conspicuous place in the Community House of the Congregation and included in the notice to members of the Annual Meeting.

Section 3. Quorum: A majority of the  Board  shall  constitute  a  quorum  for  the  transaction  of all  business except as otherwise  set forth herein.

Section 4. Vacancies: The Board of Trustees may fill any vacancy  on  the  Board, however occurring, by a vote of the majority of the entire Board. A Trustee  or  Trustees  so  elected to fill a vacancy shall serve until the next annual meeting of the Congregation, when a successor Trustee or successor Trustees shall be elected for the unexpired term or  terms  applicable to such vacancy or vacancies. Time spent filling such vacancy  shall  be  counted toward the term  limitations  set forth in Section 2  of this Article.

Section 5. Meetings: The Board of Trustees shall meet  monthly  except  during  the  months of July and August. Special meetings may be called by the President at his or  her discretion upon forty-eight (48) hours' notice, provided such notice specifically sets forth the purpose of the meeting. Special meetings shall be called by the President upon his or her receipt of a written request to call a special meeting, executed by at least three (3)  Trustees.  The President may cancel any regular meeting of the Board under such circumstances as reasonably require such cancellation, but no more than one (1) regularly scheduled meeting  may  be cancelled during any fiscal year absent extraordinary circumstances.

Section 6.  Resignation  and  Removal:  The  Board  of  Trustees   may   suspend   any Trustee for cause pursuant to Article X hereof. Any Trustee absent for three (3)  successive  meetings of the Board of Trustees may be removed by the Board. Any Trustee may resign  by  giving notice  to the President  of such resignation.

Section 7. Annual Financial Requirements (Budget):  The  Board  of  Trustees  shall, upon the advice of the Budget  Committee and Treasurer, consider and recommend a budget of the  Congregation's financial requirement for the  next following fiscal year, to the Congregation at its  annual meeting.

Section 8. Duties and Powers: The Board of Trustees  (Board)  shall  have  ultimate  authority regarding all matters of the Congregation except for matters reserved for  the  Congregation pursuant  to these  By-Laws or the laws of the State of New  York.   The Board shall be responsible for the Congregation's strategic  planning  as  well  as  establishing  the Congregation's Mission and Vision which shall support and advance the Purpose clause found in Article I. The Board shall have charge of the property  and temporal  affairs of the Congregation  and shall take such action as shall, in its judgment, ensure the  financial  health  of  the  Congregation  and best  promote the welfare of the Congregation.   It shall keep an accurate record of its proceedings and  present, through  the President, at the Annual  Meeting  of the Congregation, a report  thereof. The  Board  of Trustees shall, in addition  have the following  powers and duties: it shall have the power, upon a vote of  the  majority  of  those present, but of at least nine (9) members of the Board, elected as such, to make contributions and gifts from funds of the Congregation, in keeping with the principles and practices of Judaism, for such religious, educational, civic, charitable or benevolent purposes as it may deem proper and which contributions and gifts shall not exceed One Thousand  ($1,000.00)  Dollars  unless  consented to by two-thirds (2/3) of the entire Board, in which event the aggregate of gifts during  any fiscal year shall not exceed Ten Thousand   ($10,000.00) Dollars; funds of the Congregation shall be deposited in the name of the Congregation as the Board of Trustees may, from time to time, designate and shall only be withdrawn therefrom upon checks, drafts or other instruments for the payment of money, executed in accordance with the resolutions of the Board of Trustees, and upon the basis of proper vouchers. All checks shall be signed by at least two (2) officers, unless the Board by a majority vote of its membership determines otherwise; the Board of Trustees shall assign the pastoral duties and functions of the Rabbi, Associate and/or Assistant Rabbis and the Cantors, in the Congregation, the Religious School and the Nursery School; the Board of Trustees shall have the power by a two-thirds (2/3) vote of the entire Board, acting in accordance with the provisions of Article X of these By-Laws, to suspend any member, officer, trustee, member of the Nominating Committee, Rabbi or Cantor of the Congregation, subject to the action of the members of the Congregation at the Annual Meeting, or at a Special Meeting of the Congregation called to consider the action of the Board; such meeting, in no event, shall be held later than 30 days after such suspension; the Board of Trustees shall assess the dues requirements for each class of membership. A reduction or remission of dues may be authorized by the Executive Director/Administrator together with a special committee appointed by the President, which serves at the pleasure of the Board of Trustees. The special committee shall report to the Board  of Trustees all instances wherein it exercises such authority, upon request therefore. Anything contained herein to the contrary notwithstanding, the principles of strict confidentiality shall  have priority over any requirement of the Board to disclose the name or specific circumstances of the members seeking reduction or remission; the Board of Trustees, upon a maJonty vote of its entire membership, shall approve or disapprove the renewal of employment contracts for the Rabbi, Associate and/or Assistant Rabbi and the Cantors, except as required by Article VII, Section 4. of theseBy-Laws.

Section 9. Employees: All of the Congregation's employees  are  subject  to  the  direction, and serve at the pleasure of, the Board of Trustees.

Section 10. Chairman of the Board: The Board of Trustees may appoint one of their number as Chairman of the Board at the first meeting of the Board of Trustees, or whenever such action is deemed necessary after the commencement of the fiscal year, to serve until the end of the fiscal year, by the concurring votes of a majority present at a meeting of the Board of Trustees. The Chairman of the Board shall be vested with such duties, powers and authority as shall be determined from time to time by the Board of Trustees.

Section 11. Honorary Trustees: The Congregation may elect any member who has rendered outstanding service, and who has been nominated by the Board of Trustees as an Honorary Trustee, without the power to vote at board meetings nor be counted toward a quorum.

ARTICLE V

Officers

Section 1.  Officers Designated:  All officers of the Congregation shall be members of the Board of Trustees. The officers of the Congregation shall be a President or two (2) Co- Presidents (when such office is filled pursuant to Section 2. below and subject to the terms thereof); no more than four (4) Vice Presidents, one of whom may, but need not, be an Executive Vice-President, a Secretary, a Treasurer and such other officers as may be designated by the Board ofTrustees.

Section 2.  (a)  Co-Presidents:   The  Board  of  Trustees  shall   have  the authority,  upon majority vote, from time to time, to declare, at its discretion that the Office of Co- Presidents will be filled by two (2) individuals. Upon such declaration, the office of the Co- Presidents will remain a designated office under these By-Laws, subject to all of the terms and provisions herein until the next regularly scheduled election of officers at which time the Board of Trustees shall determine whether or not it shall continue the office of Co-Presidents. If the office of Co-Presidents is filled hereunder then two (2) individuals shall be elected to such office in the manner provided for in Section 3. below.

(b) The duties, obligations and authority of the Co-Presidents shall be co- equal and in all respects identical to that of the President as provided in Section 5. below except as the Board of Trustees may specifically provide pursuant to this Section 2. (b) and Section 5. below. In the event of the absence of one of the individuals holding the office of Co- President, or vacancy in the office of Co-President, the remaining Co-President shall perform and have all of the duties, obligations and authority as the President would have as set forth in Section 5. below as if there were no Co-President or until such vacancy is filled as provided in Section 4. below. In the event of any disagreement between the Co-Presidents with respect to their respective duties, obligations or authority, then in such event the Board of Trustees shall specify which Co-President has a specific duty, obligation or authority. Subject to the provisions of this Section 2., the act of either of the Co-Presidents shall be deemed to be the act of both Co- Presidents. Any reference in these By-Laws to the President, other than in this Article V, shall  be deemed to likewise apply to the Co-Presidents when such office is filled.

Section 3. Election and Removal: A member  shall  be  nominated for election to the  post of President, Co-President (if such office is to be filled under Section 2. above), Executive Vice President, Vice President, Treasurer or Secretary either (i) by written instrument signed by not less than twenty (20) members of the Congregation in good standing and filed with the Secretary not less than three (3) weeks prior to the date fixed for the Annual Meeting or (ii) by the Board of Trustees and filed with the Secretary not less than five (5) weeks prior to the date fixed for the Annual Meeting. The report of the Board of Trustees as to such nominations shall be posted promptly in a conspicuous place in the Community House of the Congregation and shall be included in the notice to members of the Annual Meeting. All officers shall be elected at the Annual Meeting of the Congregation. The officers (other than the President or Co-President and the Executive Vice-President) shall be elected for a term of two (2) consecutive fiscal years, or until their successors take office. No elected officer who has served for four (4) consecutive fiscal years shall be eligible for re-election to any office other than (i) Executive Vice-President, which is limited to a single one (1) year term and (ii) President or Co-President, which is limited to a single three (3) year term, except in exceptional circumstances as determined by the Board  of Trustees when it would serve the best interests of the Congregation. The Board of Trustees may suspend any officer for cause pursuant to Article X hereof. Any officer may resign by  giving notice to the President or a Co-President of such resignation.

Section 4.  Vacancies:  In case of a vacancy  in the office of  the President   or one or  both of the Co-Presidents (if applicable under Section 2. above), the Chairman of the Board shall immediately succeed to the office and discharge the functions of the office until the next meeting of the Board of Trustees. At such meeting, the Executive Vice President  or, if the Executive  Vice President is absent or unable to perform the functions of the office or if such office is otherwise vacant, one or more of the Vice Presidents shall be designated by the Board  of Trustees as President or Co-Presidents (if applicable under Section 2. above) for the balance of the term or until a successor is elected and takes office. In the event of vacancy in any other elective office of the Congregation, the Board of Trustees shall designate a member of the Board to serve in that office for the balance of the term or until a successor is elected and takes office.

Section 5. Duties of President  and  Co-President  (if  applicable  under  Section  2. above), Executive Vice President and Vice Presidents: The President or either one of the Co- Presidents (if applicable under Section 2. above) or, in their absence, the Executive Vice President or, in his or her absence or if no Executive Vice President is in office, a Vice President shall preside at meetings of the Congregation and of the Board of Trustees. The presiding officer shall not vote at such meeting except to break a tie. The President or either of the Co-Presidents (if applicable under Section 2. above) shall appoint all committees other than the Nominating Committee. The President or either of the Co-Presidents (if applicable under Section 2. above)  or in the absence of these officers an officer or the Executive Director/Administrator duly designated by the Board of Trustees shall sign all deeds, contracts and other documents to be executed for and on behalf of the Congregation. The President or either of the Co-Presidents (if applicable under Section 2. above) shall enforce the By-Laws of the Congregation, carry into effect all resolutions of the Board of Trustees and of the Congregation, and generally perform such other duties of the office as the Board of Trustees shall determine from time to time. The President or both Co-Presidents (if applicable under Section 2. above) shall be members ex- officio of all committees of the Congregation without the right to vote at said meetings, except that he or she may vote as a member of the Executive Committee. In the event of the absence of the President or both Co-Presidents (if applicable under Section 2. above), the Executive Vice President or, if the Executive Vice President is absent or if no Executive Vice President is in office, one or more of the Vice Presidents selected by the Board of Trustees shall temporarily exercise the power and discharge the duties of the President or Co-Presidents (if applicable under Section 2. above) until the end of such absence. The Executive Vice President and the Vice Presidents shall perform such duties as may be assigned to them from time to time by the President or the Co-Presidents (if applicable under Section 2. above) and/or the Board of Trustees. It is intended that the Executive Vice President shall be next in line to be President and that the purpose of the one (1) year term of the Executive Vice President, which shall be for the last year of the President's or the Co-President's term, is to enable the Executive Vice President  to gain knowledge and to ensure a smooth transition.

Section 6. Duties of Treasurer: The Treasurer shall keep a  correct  account  of all  receipts and expenditures which shall at all times be open to the inspection of the Trustees and of the Budget Committee.   He or she shall have custody of all the books, documents and vouchers pertaining to the office and all the securities belonging to the Congregation, subject, at all times, to examination of the Board of Trustees and any member of the Budget Committee. The Treasurer shall be responsible for and direct the collection of all dues and assessments and all other monies which shall from time to time be payable to the Congregation. He or she shall deposit, or cause the deposit of, the funds of the Congregation in its name in such banks, trust companies or other financial institutions as shall be designated by the Board of Trustees and, subject to its direction, invest, or cause to invest, such funds as are held in trust by the Congregation or which belong to it in securities and investments in which a trustee may invest under the laws of the State of New York. The Treasurer shall serve as Chairman of the Budget Committee.

Section 7. Duties of Secretary:   The Secretary shall have such duties as the President  or Co-Presidents or the Board of Trustees may determine from time to time. He or  she  shall  have custody of the seal of the Congregation and shall generally perform all duties appertaining to the office.

Section 8.  Appointment  of Additional  Interim Officers:  The Trustees  may appoint  such other Officer or Officers as may be necessary, to hold office until the next Congregational election, at the pleasure of the Board of Trustees, and to perform such duties as may be delegated to them from time to time by the Board of Trustees. Any such additional Officers shall not, however, be members of the Executive Committee, unless designated as members of the Executive Committee by the Board of Trustees.

Section 9. Honorary Officers: The Congregation may elect any officer who  has completed a term of office, or any member who has rendered outstanding service, and who has been nominated by the Board of Trustees, as an Honorary Officer without the power to vote at Board or Executive Committee meetings nor to be counted toward a quorum.

ARTICLE VI

Nominating Committee

Section 1.    Number:    The Nominating   Committee shall consist of nine (9) members, of which no more than three (3) members shall be elected at each Annual Meeting. No person shall be qualified to succeed him or herself as a member of the Nominating Committee. The majority of the members of the Nominating Committee shall be members of the Board of Trustees. The President, Senior Rabbi and Executive Director/Administrator shall serve as non- voting members of the Nominating Committee. No member of the Nominating Committee may be nominated for service as a Trustee.

Section 2.  Election, Removal and Resignation:  A member shall be nominated for election as a member of the Nominating Committee either (i) by written instrument signed by not less than twenty (20) members of the Congregation in good standing and filed with the Secretary  not less than three (3) weeks prior to the date fixed for the Annual Meeting of the Congregation or (ii) by the Nominating Committee and filed with the Secretary not less than five (5) weeks prior to the date fixed for the Annual Meeting of the Congregation.  The report of the nominations of the Nominating Committee shall be posted promptly in a conspicuous place in the Community House of the Congregation and shall be  transmitted with the notice to members of the Annual Meeting.  The members of the Nominating Committee shall be elected at the Annual Meeting of the Congregation and shall serve for a term of three (3) years, or until their successors take office.  Subject to Article X hereof, the Board of Trustees may suspend any member of the Nominating Committee for cause.  Any member of the Nominating Committee may resign by giving notice to the President of such resignation.

Section 3.  Quorum:  Six (6) voting members of the Nominating Committee shall constitute a quorum.

Section 4.  Vacancy:  In case of a vacancy in the Nominating Committee, the Board shall appoint a member to fill the vacancy for the balance of the unexpired term,  or until his or her successor is duly elected and takes office.

Section 5.  Meetings:  The Nominating Committee shall meet at least once in each fiscal year.  The Nominating Committee shall elect at its annual meeting a committee chair who shall serve for no more than two (2) fiscal years or until his or her successor is elected and takes office. In the absence of such a Chair, the President, or in his or her absence, one of the Vice Presidents, shall preside at all meetings of the Nominating Committee.

Section 6.  Potential Trustees:  No later than  thirty (30) days prior to a scheduled Nominating Committee meeting, the President shall advise the Nominating Committee and the Board of Trustees in writing of the number of Trustee positions which will be the subject of the elections at the next Annual Meeting of the Congregation, and whether or not sitting Board of Trustees members, who have not reached the term limit set down herein, are seeking re-election.  Notice of the meetings of the Nominating Committee shall be posted in the Community House in advance of the meetings.  The Temple bulletins for the months of December and January shall carry notice that the Nominating Committee is about to meet and that any member of the Congregation may submit recommendations for nominations as Trustees by sending recommendations in writing to the Nominating Committee at the Temple office.

 

ARTICLE VII

Rabbi, Associate or Assistant Rabbi and Cantors

Section 1.  Employment of the Rabbis and Cantors:   Candidates for the position of Rabbi, Associate or Assistant Rabbi and Cantor shall be interviewed by the Board of Trustees, or such committee as it may designate for such purpose, and employed upon such terms and conditions as are mutually satisfactory, and, upon the recommendation of the Board of Trustees, elected to such position by a majority vote of the members present at either the Annual Meeting of the Congregation or at a Special Meeting called for that purpose.

Section 2.  Duties:  The Rabbi, Associate and/or Assistant Rabbi and one or more Cantors shall perform such reasonable and necessary duties and functions as are customary and usual in their respective callings and such other duties and functions as the Board of Trustees may otherwise reasonably require.

Section 3. Suspension or Removal:  Any Rabbi, Associate or Assistant Rabbi or Cantor may be suspended or removed by the members at an Annual Meeting or at a Special Meeting duly noticed and called for that purpose, if for disciplinary reasons as provided in Article X of these By-Laws and if for any other reason by a two-thirds (2/3) vote of the members present and voting, without the use of proxies.

Section 4.  Non-Renewal of Contract:  The determination to not renew the employment contract of a Rabbi, Associate or Assistant Rabbi or Cantor who has served the Congregation for ten (10) or more consecutive years, shall be made by the members at a duly noticed Annual Meeting or Special Meeting by a two-thirds (2/3) vote of the members present and voting, not by proxy. The matter of non-renewal of such employment contracts shall be brought by (i) written instrument signed by not less than twenty (20) members of the Congregation in good standing and filed with the Secretary not less than three (3) weeks prior to the date fixed for the Annual Meeting of the Congregation or a Special Meeting called for such purpose or (ii) the Board of Trustees and filed with the Secretary not less than five (5) weeks prior to the date fixed for the Annual Meeting or a Special Meeting called for such purpose.

 

ARTICLE VIII

Committees

Section 1.  Committees Appointed by the President:  At the first meeting of the Board of Trustees succeeding the Annual Meeting or as soon thereafter as is practicable, the President shall, with the advice and consent of the Board of Trustees, appoint a Ritual Committee, a Religious School Committee, a Nursery School Committee, an Adult Education Committee, a Congregational Involvement Committee, a House Committee, a Cemetery Committee, a Budget Committee, a Committee on Endowments and Legacies and a Social Action Committee.  Each committee shall consist of three (3) or more persons of whom at least two (2) shall be Trustees.

Section 2.  Executive Committee:  The purpose of The Executive Committee is to provide day-to-day governance and oversight for the Congregation.  The Executive Committee shall have jurisdiction over the management, maintenance and operation of the affairs of the Congregation between meetings of the Board of Trustees, shall act on any and all management issues, day-to-day personnel issues or other matters appropriate for the lay leadership and shall be responsible for such other duties and authority as may be granted to it by the Board of Trustees.  The Executive Committee shall have authority, in cooperation with the President, for assuring that the Board of Trustees has the necessary information required for its decision making and the fulfillment of its duties. The Executive Committee shall assist the President in providing oversight and advice to the other committees, task forces, planning groups and work groups of the Congregation. The Executive Committee shall also serve as an advisory council to the President and can serve as a preliminary forum for discussion of issues that might come before the Board of Trustees. The Executive Committee shall include all officers of the Congregation and shall meet not less than 10 times per year at the call of the President. The President shall preside at the meetings of the Executive Committee.

Section 3.  Ritual Committee:  The Ritual Committee shall include the Rabbis and Cantors of the Congregation who will serve ex officio.  The Committee shall supervise the rituals, see that the services are properly conducted, recommend such changes therein as it deems desirable, and consider and report on matters referred to it.

Section 4.  Religious School and Nursery School Committees:  The Religious School Committee and the Nursery School Committee shall include the Rabbis and Cantors of the Congregation who will serve ex officio.  These committees shall supervise the work respectively of the Religious or Nursery School, the course of instruction, school policies and budget approval prior to submission to the Budget Committee.

Section 5.  Adult Education Committee:  The Adult Education Committee shall include the Rabbis of the Congregation who will serve ex officio. The committee shall organize, promote and  supervise programs of education for the adults of the Congregation.

Section 6. Congregational Involvement Committee:  The  Congregational Involvement Committee shall  encourage new membership and shall develop programs for the orientation, integration and retention of existing members.

Section 7.  House Committee:  The House Committee shall supervise the operations of the buildings of the Congregation and all of their facilities and determine their use.  It shall have charge of all additions, repairs, alterations, etc. and shall, within budgetary limitations, cause to be purchased all supplies for the physical care of the facilities.

Section 8.  Cemetery Committee:  The Cemetery Committee shall supervise the cemetery, the buildings thereon, and the employees required there.  It shall also supervise repairs and alterations to the cemetery and its buildings.

Section 9.  Budget Committee:  The Budget Committee shall supervise the finances, cause the books of the Treasurer and Secretary to be audited by an independent auditor, shall include in its annual report a statement of the status of all funds of the Congregation, including the Cemetery Maintenance Fund and the endowment funds and shall propose the budget of the Congregation’s financial requirements for the next fiscal year to the Board of Trustees.

Section 10.  Committee on Endowments and Legacies:  The Committee on Endowments and Legacies shall encourage gifts and legacies to the Temple, make recommendations to the Board respecting the creation of additional funds to be segregated from all other Congregational funds and earmarked for Endowments and Legacies, and, in the event the Board of Trustees creates  additional funds segregated and earmarked for Endowments and Legacies, shall also recommend to the board in which endowment fund monies received from endowments or legacies should be deposited.

Section 11.  Social Action Committee:  The Social Action Committee shall develop and coordinate the social action programs of the Congregation.

Section 12.  Appointment of Additional Committees:  The President shall, with the approval of the Board of Trustees, appoint from time to time such other Committees as may seem proper and delegate to them such powers and duties as he or she shall deem appropriate, except such enumerated powers as are specifically entrusted by these By-Laws to the Board of Trustees or to a Committee created by these By-Laws.

 

ARTICLE IX

Indemnification

The Congregation shall use its best efforts to purchase and maintain insurance on behalf of any person who has been, now is, or shall become a duly elected trustee, a duly elected or appointed officer, an employee or committee member whether or not they are salaried, and any other person acting on behalf of the Congregation or at the direction of any officer or the Board of Trustees.


ARTICLE X

Discipline

Section 1.  Expulsion:  A member of any classification may be expelled for willful violation of the By-Laws of the Congregation or if convicted of a criminal offense or for gross misconduct.

Section 2.  Removal from Office:  A Trustee, Officer, Rabbi, Associate or Assistant Rabbi or a Cantor may be removed from office for good cause shown.

Section 3.  Method for Expulsion, Suspension and Removal:  A member of any classification may be expelled, and a Trustee, Officer, member of the Nominating Committee, Rabbi, Associate or Assistant Rabbi or Cantor shall be removed from office or suspended as follows:

  1. a written charge and specifications shall be preferred by no fewer than ten (10) members and presented to the Board of Trustees, who shall thereupon cause a copy of such charges and specifications to be served by the Secretary upon the accused.  This provision shall not apply to the lapsing of membership for non-payment of dues;
  2. charges and the Board of Trustees shall, at its first meeting after the receipt of such specifications, select a committee of three (3) of its members who shall, with such legal counsel or advisors as the Board of Trustees may select,  investigate the same;
  3. the Committee may, and at the request of the accused person and his or her counsel, examine witnesses and permit the accused to be present personally with the right to produce, examine and cross-examine witnesses on his or her behalf, and after a hearing shall file its report with the Board of Trustees;
  4. a special meeting of the Board shall be called no less than five (5) nor more than ten (10) days after the receipt of the report to consider the same;
  5. if the Board of Trustees deems the charge sustained, in whole or in part, it shall, within ten (10) days thereafter, call and conduct a special meeting of the Congregation to consider and act upon such report;
  6. at any time prior to such special meeting of the Congregation, the Board of Trustees may, by a two-thirds (2/3) vote of the entire Board, temporarily suspend the accused from membership or office.  At the meeting of the Congregation, the votes of two-thirds (2/3) of the members present shall be required to expel, suspend or remove the party proceeded against; and
  7. at the special meeting of the Congregation called to consider and act upon such report, no proxies may be recognized.

 

ARTICLE XI

Cemetery

Section 1.  The Beth Olam Cemetery:  The cemetery of the Congregation shall be known as the Grounds of Temple Shaaray Tefila d/b/a Beth Olam Cemetery.

Section 2.  Sale and Transfer of Plots:  Cemetery plots or graves shall be sold, transferred or assigned only to a member of the Jewish faith and shall be subject at all times to the rules and regulations prescribed by the Board of Trustees for the maintenance, preservation and governance of the cemetery.

Section 3.  No Permitted Encumbrance or Lien:  No plot owner shall create any encumbrance or suffer any lien to be created upon any cemetery lot or interest therein, and no lien or encumbrance attempted to be conferred or created shall be valid.

Section 4.  By-Laws Deemed Incorporated in Deeds:  These By-Laws and any amendments thereof and the rules and regulations now or hereafter enacted by the Board of Trustees governing the ownership, supervision and care of the cemetery shall be deemed to be a part of every deed and every transfer of a cemetery lot or of any interest therein, as fully as if they were therein set forth; and a provision to that effect shall be incorporated in all deeds of cemetery lots executed on behalf of the Congregation.

Section 5.  Interments:  Interments in the cemetery may be made only upon permits signed by the Chairman of the Cemetery Committee or the Executive Director/Administrator or by a designee acting for her/him during his or her absence or disability.

Section 6.  Cemetery Maintenance Fund:  The  Cemetery Maintenance Fund heretofore established by the Congregation shall be known and designated as “ CEMETERY MAINTENANCE FUND OF TEMPLE SHAARAY TEFILA” and the securities in which said fund is invested shall be segregated from all other funds of the Congregation.  All funds received by the Cemetery Maintenance Fund, until invested, shall be deposited in special bank accounts.  All legacies, gifts and other payments for the maintenance of cemetery properties heretofore or hereafter made from time to time, the receipt thereof shall become part of the Cemetery Maintenance Fund, and the income thereof, so far as adequate, shall be devote maintenance, care and embellishment of the respective cemetery plots with respect to which contributions to the Fund shall have been made.  The Fund may be invested in securities and investments in which a trustee may invest under the laws of the State of New York.

Section 7.  Additional Cemeteries:  The Board of Trustees shall recommend to the Congregation at a meeting duly noticed therefore, the purchase or sale of any Cemetery.


ARTICLE XII

Miscellaneous

Section 1.  Seal:  The seal of the Congregation shall be in the form of a disk with concentric circles thereon. Between the concentric circles shall be the words “CONGREGATION SHAARAY TEFILA” or “TEMPLE SHAARAY TEFILA” in Hebrew characters.

Section 2.  Amendments to By-Laws:   These By-Laws may be amended, supplemented or repealed in whole or in part by the affirmative vote in person or by proxy of two-thirds (2/3) of the members of the Congregation present at any meeting of the Congregation, provided that such amendment, supplement or repeal has been duly proposed in writing by the Board of Trustees or by not less than ten (10) members of the Congregation in good standing, and provided further that in or with the notice of such meeting to all members of the Congregation such proposed amendment, supplement or repeal has been fully set forth.

Section 3.  Effective Date of Amendments:  The aforesaid By-Laws and any Amendments thereto shall become operative upon adoption and shall supersede and replace all other By-Laws or relevant portions thereof, as the case may be.

Section 4.  Governing Law:  These By-Laws are governed by the laws of the State of New York and are subject to all applicable law.

Section 5.  Enforcement and Interpretation:  In the enforcement of these By-Laws it shall be the duty of the President to interpret its meaning from time to time.  A challenge to the President’s ruling may be made at any meeting of the Board of Trustees or Congregation by any person qualified to vote at such meeting.  Upon such challenge the President may be overruled by a vote of two-thirds (2/3) of those present.

Section 6.  Reference to Gender in By-Laws:  As used in these By-Laws, the masculine or feminine pronoun shall refer to either male or female persons or both or entities where such construction is required to give meaning to a provision contained herein.

Section 7.  Fiscal Year:  The fiscal year of the Congregation shall commence on July 1 of each calendar year and continue through June 30 of the following calendar year.

 

Revised by a vote of the Congregation on May 18, 2011

(NOTE: Term limits were put into effect as of July 1, 2002 but are not retroactive)