CONSTITUTION

Congregation Shomray Hadath

ARTICLE I

NAME

The name of the Congregation shall be “Congregation Shomray Hadath”.

ARTICLE II

OBJECTIVES

The objectives of the Congregation shall be to establish and maintain a synagogue and such religious, educational, social and recreational activities as will help further the cause and objectives of the synagogue and traditional Judaism.

ARTICLE III

AFFILIATION

The congregation shall be an independent Congregation.

ARTICLE IV

MEMBERSHIP

Section 1:              Any adult person (18 years of age or older) who is of the Jewish faith, and or the spouse or civil                                                      partner of any such person shall be eligible for membership.

Section 2:              There shall be the following types of membership categories, (all subject to Article IV Section 1 above):

A.  Full membership: Such membership may be extended to married couples or couples that cohabit  under the same roof, at least one of whom is Jewish, and to single Jewish adults, with or without children.  A “minor child” is defined as a child under 18 years of age or under 23 years of age if in attendance at school on a full time basis.  All persons included in the membership shall be entitled to all privileges of membership except as may be limited elsewhere in this Constitution and except as may be limited by rules of the Cemetery Commission and approved by the Board of Trustees or by the rules of the Ritual Committee and approved by the Board of Trustees. Each membership shall be entitled to one vote at congregational meetings provided that the membership is represented in person at the meeting by at least one adult member of the membership.

B.  Associate Membership: Such membership may be extended to anyone who is in good standing at another Jewish congregation, provided that such individual, or family, must meet all constitutional requirements of membership.  An Associate member shall be entitled to all membership benefits except: the right to hold office and the right to vote.

C.            Non-Residential Membership:

1.   Availability.  Such membership shall be available to former members who were in good standing, and who, at the time of application, reside more than 50 miles from the Synagogue.  Applicant must meet all other constitutional requirements of membership and must apply within one year following termination of membership under this Section 2, subsection A, B & C.

2.  Benefits:  Non-resident members shall be entitled to all Privileges of Membership (Article VI) except:

a)  The privileges as provided in Article VI Sections 3 and 5.

b)  The right to vote as provided in Article VI Section 2; however, this shall not preclude their having a voice at meetings.

D.            Honorary Membership: Such membership shall be conferred upon the Rabbi or paid Spiritual Leader of the congregation, his/her spouse, and their children, and other deserving persons of the community as may be determined by the Board of Trustees, without the right to vote or hold office as President, Vice President, Treasurer or Trustee.

Section 3:              Dues for all membership categories shall be established from time to time by a majority vote of the Board of                                        Trustees.

Section 4:              Members’ children who are under the age of 18 or under age 23 and attending school full time shall have all                                     rights of membership except the right to vote or hold office.

Section 5:              Upon receipt of a written application for membership, a majority vote of the Board members present at a regular                                 or special meeting of the Board of Trustees shall be required to elect an applicant to membership.

Section 6:              A member may be suspended or expelled by a two-thirds (2/3) vote of the members of the Board of Trustees                                    present at any regular or special meeting for any one of the following reasons:

A.                  Failure to pay dues for a period of four (4) full quarters or more.

B.                  Conduct which brings discredit upon the Congregation or the Jewish community.

Section 7:              A member suspended for non-payment of dues who makes application for reinstatement may be reinstated by                                 a majority vote of the Board of Trustees.  This application for reinstatement must be accompanied by the                                        amount of arrears for which he or she was suspended unless the Board Trustees at its discretion may deem                                    otherwise.

ARTICLE V

DUES

Section1:                Each member shall pay such dues as shall be determined from time to time by the Board of Trustees

Section 2:              The fiscal year shall be from October 1 to September 30.

Section 3:              The dues shall be payable quarterly in advance.

ARTICLE VI

PRIVILEGES OF MEMBERSHIP

                               Members shall enjoy the following privileges:

Section 1:              To attend all social and religious functions of the Congregation, meetings of the Board of Trustees unless the                                 President declares the meeting or a portion thereof as closed, and all committee meetings subject to approval                                   by the President or committee chairperson.

Section 2:              To have a voice and a vote at all Annual and special Congregational meetings, subject to the  voting                                                procedure as set forth in Article IV Section 2A.

Section 3:              To hold office in the Congregation

Section 4:              To participate in divine worship at all religious services in the Synagogue, subject to rules and regulations                                        which may be established by the Board of Trustees.

Section 5:              To enroll their children in the Jewish Community School, subject to rules and regulations which  may be                                            established by the Board of Trustees of the congregation and by the School Board, and to    any other                                            programs made available to members by the Jewish Community School..

Section 6:              To utilize the physical facilities and the Professional Staff of the congregation, subject to regulation by the                                        Board of Trustees.  Physical facilities shall include the cemetery.

ARTICLE VII

MEETINGS

Section 1:             

A.                  The Annual Meeting of this Congregation and election of Trustees and/officers, shall be held during the month of May or June of each year, on such day as the President may designate.

B.                  Notice of the Annual Meeting shall be given by the Secretary of the Congregation, directed to their addresses as they appear on the books of the Congregation, and sent not less than fourteen (14) days and not more than thirty (30) days prior to such meeting.

Section 2:             

A.                  Special meetings of the Congregation may be called by the President whenever, in his/her discretion, he or she deems it necessary, and must be called by him or her at the written request of thirty (30) members of the Congregation or of five (5) members of the Board of Trustees.  Said request shall state the reason(s) for and the purpose of the meeting.

B.                  In the event that the President fails to issue a call for the special meeting within five (5) days after being requested to do so, any other Officer or Trustee may issue such call.

Section 3:

A.                  No business shall be transacted at a special meeting, except for the purpose stated in the call.  Notice of such special meeting shall be given by the Secretary of the Congregation, by mail, to all members of the Congregation, directed to their addresses as they appear on the books of the Congregation, sent not less than ten (10) days nor more than twenty (20) days prior to such meeting.

B.                  Unanimous vote of the Executive Committee may waive the waiting period and means of notification. 

Section 4:

A.                  At all meetings of the Congregation, Annual and Special, a quorum for the transaction of business shall consist of twenty-five (25) members of the Congregation, including officers present.

B.                  In the absence of a quorum, a lesser number may adjourn the meeting to some future time not less than six (6) nor more than twenty (20) days from the date thereof, and the Secretary shall thereupon give at least three (3) days notice, by mail, of such adjourned meeting, to all members of the Congregation.

ARITICLE VIII

BOARD OF TRUSTEES

Section 1:              The management and administration of the affairs of this Congregation shall be vested in a Board of Trustees                                of twelve (12) Trustees plus officers.  Each Trustee shall be elected for a term of three (3) years for                                                       overlapping terms in such manner that each year the terms of office of four (4) members shall expire.

                        A.   Youth member to the Board of Trustees to be filled by a Jewish child of our congregation who has been                                            Bar or Bat Mitzvah, and is a full time student, and under the age  of 23. This Youth member will                                                            be a full voting member of the Board of Trustees. The Youth  member will be appointed to a 1-year term and                                    can be reappointed up to a total of 3 terms

Section 2:

A.                  The Board of Trustees shall have control of all the property, real and personal, of the Congregation.  The Board of Trustees shall have the authority to invest the funds of the Congregation in any legal form of investment and shall designate, from time to time, the bank(s) and other financial institution(s) which shall hold and/or manage such funds.

Section 3:              The Board of Trustees shall make such rules and regulations, consistent with the Constitution, as they deem                                    advisable, for the proper conduct of their meetings and for the furtherance of the general purposes of the                                        Congregation.

Section 4:              The Board of Trustees shall meet on the second Tuesday of each month or on such other day as  the                                                President may designate.  A quorum thereat shall be 50% of filled voting positions rounded up.  No matter                                        may be decided upon by the Board except by a majority vote of the members present and voting.

Section 5:              Special meetings of the Board of Trustees may be called by the President at his/her discretion, and  must be                                    called by him or her at the written request of five (5) members of the Board.  Said request shall state the                                            reason for and the purpose of the meeting.  In the event that the President fails toissue a call for a special                                        meeting within three (3) days after being requested to do so, any other officer or trustee may issue such call.

Section 6:              In the event of the death or resignation of a member of the Board, a successor may be elected by the Board of                                Trustees, upon recommendation of the Executive Committee, to fill the office untilthe next congregation                                            elections.  This shall not apply to ex-officio members of the board.

Section 7:              Sale, purchases or leases of real estate or consolidation with other Congregation shall be inaccordance with                                    the provisions of the New York State Religious Corporation Law and the Not-for-Profit Corporation Law.  

Section 8:              The Board of Trustees shall hire or contract with all personnel and shall have the authority to renew or                                            to discharge all personnel, except as such authority is limited or governed by New York State Religious                                            Corporation law.

ARTICLE IX

OFFICERS

Section 1:              The annually elected Officers of the Congregation shall be:

A.                  President

B.                  First Vice-President

C.                  Second Vice-President

D.                  Third Vice-President

E.                   Recording Secretary

F.                   Treasurer

G.                  Immediate Past-President

The above elected Offices constitute the Executive Committee.

Section 2:              The Executive Committee

A.                  The Executive Committee shall deal with any matter of the Congregation’s concern either on its own initiative or as directed by the Board of Trustees or the President, and shall make policy recommendations to the Board of Trustees.

Section 3:              President

A.                  The President calls and presides at all meetings of the Congregation, Executive Committee, and of the Board of Trustees.

B.                  The President signs all agreements, contracts, deeds and other documents for the Congregation, pursuant to appropriate resolutions by the Congregation or the Board of Trustees.

C.                  The President countersigns vouchers and notes, together with the Treasurer, as may be directed.

D.                  The President shall be an ex-officio member of all committees, without the right to vote.

E.                   The President is authorized to co-sign checks drawn against the bank accounts of the Congregation.

Section 4:              First Vice-President

A.                  The First Vice-President shall assist the President in the discharge of his/her duties, and, in case of his/her absence, resignation, death or disability shall discharge all duties of that office.

B.                  The First Vice-President is authorized to co-sign checks drawn against the bank accounts of the Congregation.

Section 5:              Second Vice-President                               

A.            The Second Vice-President shall assist the First Vice-President in the discharge of his/her duties, and, in case of his/her absence, resignation, death or disability shall discharge all duties of that office.

                B.            The Second Vice-President shall assist in duties assigned by the President.

                C.            The Second Vice-President shall oversee at least one active committee.

Section 6:              Third Vice-President

A. The Third Vice-President shall assist the Second Vice-President in the discharge of his/her duties, and, in case of his/her absence, resignation, death or disability shall discharge all duties of that office.

                B.            The Third Vice-President shall assist in duties assigned by the President.

                C.            The Third Vice-President shall oversee at least one active committee.

Section 7:              Recording Secretary

A.                  The Recording Secretary shall keep an accurate record of all the proceedings of the Congregation and of the Board of Trustees; all notices for meetings; all correspondence of the Congregation and the Board of Trustees.

B.                  The Recording Secretary shall sign such instruments or documents as may be necessary to effectuate the proper directions of the Congregation or the Board of Trustees.

C.                  The Recording Secretary shall furnish the Treasurer with the names of all persons who have    become members of the Congregation.

Section 8:       Treasurer

                A.        The Treasurer shall supervise the sending of all statements for money due the Congreg

B.          The Treasurer may be bonded with the amount of the bond to be determined by the Board of                                Trustees.  The premium for securing such bond shall be paid by the Congregation.

C.           The Treasurer is authorized to co-sign checks drawn against bank accounts of the                                                    Congregation.

D.           The Treasurer shall deliver to his or her successor in office Congregational records  in his or her                         possession as soon after the Congregational election meeting as is possible.

                   E.             The Treasurer shall keep or supervise the keeping of an accurate and correct record of the receipts                     and expenditures of the Congregation and of the accounts  between the Congregation, its members and others.                  These records, at all times, shall be open for inspection by the Board of Trustees and the Finance Committee,                      and he or she shall notify all members of their indebtedness.

F.                   Fiscal transactions may be processed by check, voucher or electronic funds transfer.   Prior to issuing such transactions, a payment journal must be approved by the treasurer and one of the following: President, Immediate Past President, First Vice-President or Secondary Treasurer.  In his or her absence or incapacity, payment journal approval may be made by two (2) of said Officers.

G.                  The Treasurer shall render a written report of the finances of the Congregation at one meeting per quarter of the Board of Trustees, at the Annual Meeting of the Congregation, and at such other meetings or occasions as he or she may be directed to do so by the President or by the Board of Trustees.  Said report shall be affixed to the Minutes of the meeting at which the same is presented.

ARTICLE X

THE PRESIDIUM

 Section 1:              The President may appoint a Presidium.  This Presidium shall be made up of Congregational members                                                 appointed by the President to assist him in his/her duties.  Its members shall be ex-officio non-voting                                                 members of the Board of Trustees.  However they may have voting rights on the Board of Trustees by virtue

                                 of another office or board position.

ARTICLE XI

AUXILIARY ORGANIZATIONS

Section 1:              The Congregation shall have such auxiliary organizations as shall from time to time be authorized and                                                constituted by the Board of Trustees.

Section 2:              The activities of all auxiliary organizations of this Congregation shall always be conducted in such manner as                                    will advance the best interests of the Congregation.

Section 3:              The Constitution / By-laws and other regulations of all auxiliary organizations shall be consistent with the                                        Constitution, By-laws and policy of the Congregation.

Section 4:              Each organization so constituted shall be represented on the Board of Trustees and shall designate a                                                representative who shall be a non-voting ex-officio member of the Board, unless that representative has                                            voting rights by virtue of another office or board position.

Section 5:              Each organization shall submit annually a copy of its Financial Statement to the Treasurer at the end of its                                        fiscal year.

ARTICLE XII

STANDING COMMITTEES

Section 1:              The President shall appoint all the Standing Committees of the Congregation.

Section 2:              Standing Committees shall be appointed for a term of one (1) year.

Section 3:              All Standing Committees and others maintaining bank accounts in the Congregation’s name shall submit                                            financial reports and bank statements annually to the Board of Trustees.

ARTICLE XIII

PARLIAMENTARY PRACTICE

Section 1:              Robert’s Rules of Order shall be the standard for parliamentary procedures in this Congregation,  in the absence of any other rule or law governing the procedure in a particular situation.

ARTICLE XIV

AMENDMENT OF CONSTITUTION

Section 1:              This Constitution or any portion thereof may be amended in the following manner:

A.                   1.       The proposal to amend or suspend one or more Articles of this Constitution or to introduce new Articles to it shall be submitted in writing to the Board of Trustees, signed by not less than ten (10) members of the Congregation, or  2.       The Board of Trustees may determine at any regular meeting thereof, or any special meeting called for that purpose, to consider and propose an amendment of the Constitution.

B.                  The Board of Trustees shall consider such proposal at its next meeting.

C.                  Within thirty (30) days after a consideration of the proposal by the Board of Trustees, a meeting of the Congregation shall be called to consider and vote on the proposal.  The notice of such meeting shall include a copy of the proposal.

D.                  At such meeting, a report shall be submitted on the recommendation of the Board of Trustees as to the action to be taken.

E.                   If two-thirds (2/3) of the vote of the members present and voting favors the proposal, it shall be declared adopted.

Section 2:              A proposal for amendment or suspension which has been rejected by the Congregation may not be

                                re-submitted for the consideration of the Congregation unless six (6) months have elapsed since the time of

                                such rejection.

ARTICLE XV

NOMINATION OF OFFICERS

Section 1:              Nominations of all officers and trustees hereafter shall be made by the Nominating committee appointed by the                                President.  The Nominating committee shall consist of at least three (3) members of the Congregation, one of                                    whom shall be designated as chairperson.  The slate of Officers shall be presented to the Board of Trustees.

Section 2:              Upon the Board of Trustees approval, the slate of Officers to be presented shall be mailed to the                                                        Congregation at least twenty (20) days prior to the Annual meeting, together with any nominations made by                                    petition (Section 3).

Section 3:              Any ten (10) members of the Congregation may, by signed petition, nominate any other member for any office                                 provided that such petition be submitted to the President at least ten (10) days prior to the Annual meeting.                                     This petition is to be accompanied by a written statement by the nominee of his/her willingness to be                                                 nominated.  The President shall notify the Congregation by mail of any additional  nominations prior to the                                     Annual Meeting.  Nothing herein shall preclude a nomination from the floor at the annual meeting.

ARTICLE XVI

EFFECTIVE DATE OF CONSTITUTION

This Constitution shall become effective as of June 28th, 2009 and supersedes all existing Constitutions of the Congregation.