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Bylaws

BY-LAWS OF WEST SUBURBAN TEMPLE HAR ZION

 

PROLOGUE

 

West Suburban Temple Har Zion (sometimes referred to herein as the "Congregation" or the "corporation") has as its mission statement:

 

West  Suburban  Temple  Har  Zion  is  a  Conservative  congregation  which  balances  a principled  receptivity  to  modernity  with  a  deep  reverence  for  Jewish  tradition  in  serving  the spiritual,  religious,  educational,  charitable,  social  and  cultural  needs  of  our  congregants,  K'lal Yisrael, and the wider community. We welcome all individuals and families who seek a warm, caring, and vital place to nourish their Jewish lives.

 

We are committed to educating our children and our adults of all ages with comprehensive Hebrew language and Jewish educational programs. Through the variety and excellence of our programs, we encourage each of our members to become a learned and learning Jew, constantly growing in Jewish knowledge and Torah study -- the highest form of worship.

 

In  reaching  out  to  God  and  in  worship,  we  embrace  the  progressive  practices  of egalitarianism and full congregational participation We respect the individuality and diversity of our members in their efforts to concretize ethics and theology into daily practice, while reaffirming the positive role of Halakhah in each Jewish life.

 

We advocate strong bonds with the state of Israel, the land, its citizens, and its culture. These links are reflected in our diverse religious, educational, social, and charitable endeavors.

 

We believe that the moral imperatives of our tradition compel us to seek social justice both within  the  larger  Jewish  community  and  without  --  and  that  our  involvement  in  the  world community should reflect values and observances of our faith. By our commitment to these values, we create an atmosphere of respect, openness, diversity and trust which helps us to become willing, learning, and striving Jews.

 

In furtherance thereof, this Congregation shall: be affiliated with the United Synagogue of Conservative Judaism; and its Rabbi affiliated with the Rabbinical Assembly of America; assert and establish loyalty to the Torah and its historical exposition; encourage fellowship; further the observance of the Sabbath, Festivals and Holy Days; preserve the service references to Israel's past and the hopes for Israel's continuity; maintain the traditional and historical character of the liturgy, with Hebrew as the language of prayer; foster a love for Eretz Israel; foster Jewish religious life in the home, as expressed in traditional observances; establish Jewish religious educational opportunities for all which foster and develop an ongoing continuing education program for the study of Torah, Jewish History, Jewish Literature, Jewish Ethics, and the Hebrew language; provide for Jewish youth activity; participate in communal and philanthropic affairs; and promote improved relations among various sectors of society and work with other organizations with like goals.

Article I PURPOSES are:

 

1.The purposes of the Congregation as stated in the certificate of incorporation as amended

(a)        To receive and maintain a fund or funds or real or personal property or both and subject to the restrictions and limitations hereinafter set forth, to use and apply the whole of the income  therefrom  and  the  principal  thereof  exclusively  for  Jewish  religious  or  educational purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue Law).

 

(b)       No part of the net earnings or the principal of the corporation shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the Congregation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose herein set forth.

 

(c)        No substantial part of the activities of the corporation shall be the carrying on of propaganda,  or  otherwise  attempting,  to  influence  legislation,  and  the  Congregation  shall  not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Not withstanding any other provision of these articles, the Congregation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from Federal income tax under Section 501 (C) (3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law) or (2) by a corporation, contributions to which are deductible under Section 170 (C) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

 

(d)       Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization  or  organizations  organized  and  operated  exclusively  for  similar  religious  or educational purposes consistent with teachings and religious views enunciated and practiced by the  United  Synagogue  of  Conservative  Judaism  as  shall  at  the  time  qualify  as  an  exempt organization or organizations under Section 501 (C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United states Internal Revenue Law), as the Board of Directors shall determine.

 

2. In carrying out said purposes, the Congregation shall have power:

(a)        To accept, acquire, receive, take and hold by bequest, devise, grant, gift, purchase, exchange, lease, transfer, judicial order or decree or otherwise for any of its objects and purposes any property both real and personal of whatever kind, nature, or description and wherever situated.

 

(b)       To sell, exchange, mortgage, lease or otherwise dispose of, any such property, both real and personal, as the purposes of the Congregation may require, subject to such limitations as may be prescribed by law.

 

(c)        To borrow money, and, from time to time, to make accept, endorse, execute and issue  bonds,  debentures,  promissory  notes,  bills  of  exchange,  and  other  obligations  of  the Congregation for moneys borrowed or in payment for property acquired or for any of the other purposes of the Congregation, and to secure the payment of any such obligations mortgage, pledge, deed, indenture, agreement, or other instrument of trust, or by other lien upon, assignment of, or agreement in regard to all or any part of the property, rights, or privileges of the Congregation wherever situated, whether now owned or hereafter to be acquired.

 

(d)       In  general,  to  exercise  such  other  powers  which  now  are  or  hereafter  may  be conferred  by  law  upon  a  corporation  organized  for  the  purposes  here-in-above  set  forth,  or necessary or incidental to the powers so conferred subject to such limitations as are or may be prescribed by law. Nothing herein shall be deemed to authorize the Congregation to operate a post- secondary education institution or a vocational school, nor shall it authorize the Congregation to accept any child for care or placement apart from its own parent or guardian.

 

Article II

REGISTERED OFFICE/AGENT

The Congregation shall have and continuously maintain in this state a registered office and a registered agent whose office is identical with such registered office. The principal office of said Congregation shall be in the Village of River Forest, County of Cook and State of Illinois. The Congregation may also be offices at such other place as the Board of Directors may from time to time appoint or the purpose of the Congregation may require.

 

Article III

MEMBERS AND MEETING OF MEMBERS

 

1.         MEMBERSHIP.

 

Any person over 18 years of age who subscribes to the objectives of this Congregation and is Jewish shall be eligible for membership upon written application. Such full privileges include membership for the spouse of the applicant.  Non-Jewish spouses and non-Jewish family members are  encouraged  to  participate  in  religious,  social,  educational  and  other  activities  of  the Congregation, to the extent permitted by the Rabbinical Assembly Committee on Jewish Law and Standards.

 

2.         RIGHTS AND PRIVILEGES OF MEMBERS.

Each member shall have the following rights and privileges:

(a)        Vote in person at all meetings of the Congregation;

(b)       Serve  on  any  committee  of  the  Congregation  as  designated  by the  president  or authorized person or body;

 

(c)        If Jewish, be eligible for election as a director and officer or appointment to serve on or chair committees that pertain to matters of faith;

 

(d)      Participate   in   all   religious,   social,   educational   and   other   activities   of   the Congregation;

 

(e)        Be eligible for membership in any Men's Club, Sisterhood or affiliated organization of the congregation.

 

(f)        Membership of a spouse of another faith will not be terminated  as the result of divorce of separation from, or death of the Jewish member.

 

3.         LIMITATION ON SALARIED EMPLOYEES

 

No  salaried  employee  of  the  congregation  shall  serve  as  a  director  or  officer  of  the congregation but may serve, when duly appointed, as an ex officio member of any committee. This Section shall not apply to those who are employed by the Temple exclusively as a part-time or  seasonal  instructor  in  the  Religious  School,  Pre-school,  Adult  Education  or  summer  camp programs.  Board members shall abstain from voting on any issue that may result in an actual or apparent conflict of interest.

 

4.         OBLIGATION OF MEMBERS.

 

Each member is obligated to:

 

(a)  Attend religious, educational, cultural, and social functions of the congregation; (b) Work with and on committees as designated by the appointing authority; and

(c)  Pay such membership dues and school fees as fixed by the Board of Directors.

 

5.         RESIGNATION OF MEMBERS.

 

Any member may resign from the congregation by delivering a written resignation to the president or secretary of the congregation. Such resignation shall become effective on the earlier of acceptance by the Board of Directors or the expiration of thirty (30) days from delivery.  A member who fails to pay dues, school fees or other financial obligations, or to have those financial obligations excused by the Temple President or Executive Director, within 30 days of the close of the fiscal year (July 30th) will be deemed not in good standing.  Failure of a member to pay dues for two years shall be deemed a resignation by such members.

 

6.         ANNUAL MEETINGS.

 

The  annual  meeting  of  this  congregation  shall  be  held  at  the  principal  office  of  the congregation in January for the purpose of electing directors and officers and for the transaction of  such  other  business  as  my  properly  come  before  the  meeting.  The  date  and  time  shall  be determined by the Board of Directors.

 

A review of the  activities of the  Congregation for the previous  year  and  of all matters concerning its welfare shall be presented by the president and such personas as he or she may designate.

 

7.         NOTICE OF ANNUAL MEETINGS AND DATE THEREOF.

 

Notice of the time, place, and purpose or purposes of the annual meeting shall be served by United States mail, postage prepaid, not less than ten (10) nor more than forty (40) days before the meeting upon each member.

 

8.         SPECIAL MEETINGS.

 

Special meetings of the members to consider specific matters (other than those regulated by statute), may be called at any time by the president or by a majority of the Board of Directors and must be called at the written request of twenty-five (25) members of the congregation.

 

9.         NOTICES OF SPECIAL MEETINGS.

 

Notices of a special meeting stating the time, place and purpose or purposes thereof shall be served by not less than first class United States mail, postage prepaid, not less than five (5) nor more than forty (40) days before such special meeting to each member and de directed to each member's address.

 

10.       QUORUM.

 

At any regular or special meting of members of the congregation, the presence of forty (40) members in person shall be necessary to constitute a quorum for all purposes except as otherwise provided by law, and the act of a majority of the members present at any meeting at which there is  a  quorum  shall  be  the  act  of  the  full  membership  except  as  may  be  otherwise  specifically provided by statute or by these by-laws. In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by vote of a majority of the members present in

 

person, without notice to any absent member. At any adjourned meeting at which a quorum shall be present, any business may be transacted which could have been transacted at the meeting as originally notified.

 

11.       VOTING.

 

(a)        At the annual or special meeting, each member shall be entitled to one vote. Upon the demand of any member, the vote upon any question before the meeting, including the vote for directors and officers, if contested, shall be by secret ballot. All elections and all questions shall be decided by a majority vote, unless otherwise provided.

 

(b)       Proxy voting at any meeting shall be permitted only if authorized in advance by the

Board of Directors and then only in accordance with procedures set forth in the notice of meeting.

 

12.       INSPECTORS OF ELECTION.

 

The members may at each annual or special meeting select or appoint two (2) persons (who need not be members) to serve as inspectors of election in any contested matter. The inspectors shall count votes or ballots and report the results to the meeting.

 

13.       REMOVAL OF MEMBERS. DIRECTORS OR OFFICERS.

 

(a)        Any member, director or officer may be removed from membership or from office by the affirmative vote of two-thirds of the members present at any annual or special meeting called for that purpose at which a quorum is present, for conduct detrimental to the interests of the congregation,  for  lack  of  sympathy  with  its  objectives,  or  for  refusal  to  render  reasonable assistance in carrying our its purposes. A member, officer or director proposed to be removed shall be entitled to at least five (5) days' notice in writing of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting. Such notice shall be by certified or registered mail, return receipt requested.

 

(b)       Officers and directors who have ceased to be members of the congregation shall be deemed to have resigned their office as of the date of such non-membership.

 

14.       COMPENSATION AND EXPENSES.

 

(a)        Members shall not receive any compensation for their service as members, officers or directors.

 

(b)       The Board of Directors may contract for and pay members for unusual or special services  to  the  Congregation  in  amounts  appropriate  to  the  value  of  such  services  and  may authorize reimbursement for expenses incurred on behalf of the Congregation.

 

15.       TOPICS OF INTEREST TO TEMPLE MEMBERS.

 

Members may request that a topic be placed on the Agenda of an upcoming Board of

Directors Meeting by contacting the President of the Congregation at least five (5) business days

 

in advance of the Board Meeting.  The member making the request shall be permitted to address the Board of Directors.

 

Article IV DIRECTORS

1.         ELECTION.

 

The management and administration of the affairs of the Congregation shall be vested in a Board of Directors who shall be elected at the annual meeting of the Congregation and shall hold office for two (2) years or until their successors are elected and shall have qualified.   Directors shall not hold office for more than four (4) consecutive years.  The Directors shall be members in good standing of the Congregation and shall be chosen by majority vote of the members present at the annual meeting either in person or by proxy.  It is the intent of the Congregation to have a staggered Board such that the number of Directors up for election and remaining on the Board in each year is relatively equal.  The nominating Committee shall endeavor through its procedures to effectuate such a staggered Board.

 

2.         NUMBER.

 

The number of directors of the Congregation shall be not less than twelve (12) nor more than twenty (20) plus:

 

(a)        One designated by the Board of Governors who shall hold office for one (1) year and be appointed by that body each year;

 

(b)       Each officer of the Congregation during the term of office;

and

(c)        One each to be designated by a Sisterhood and/or Men's Club of the Congregation;

(d)       The immediate past president of the Congregation, for a period of one (1) year from the date of expiration of the term of office.

 

The   nominating   committee   shall   endeavor   to   nominate   as   directors   at least   one representative from each of the Standing Committees of the Congregation.

 

3.         RESIGNATION.

Any director may resign at any time by giving written notice of such resignation to the Board of Directors.

 

4.         VACANCIES.

Any vacancy in the Board of  Directors occurring during the  year, including a vacancy created by an increase in the number of directors made by the Board of Directors, may be filled for the unexpired portion of the term by the directors then serving, although less than a quorum, by affirmative vote of the majority present. Any director so elected by the Board of Directors shall hold office until the next succeeding annual meeting of the members of the Congregation or until the election and qualification of his successor.

 

5.         MEETINGS.

 

(a)  Organizational meeting

 

The newly elected directors shall meet on the second Wednesday of February, together with returning directors whose term has not expired, if not a legal or Jewish Holiday and if a legal or Jewish Holiday then on the next succeeding Wednesday not a legal or Jewish holiday, at the principal office of the Congregation for the purpose of organization and the transaction of other business on notice as provided herein. At such organizational meeting, the directors shall fix the time and lace of their meetings during the year until the annual meting of the congregation.

 

(b) Regular meetings

 

Unless other action is taken, the Board of Directors shall meet on the second Wednesday of each month, if not a legal or Jewish holiday and if a legal or Jewish holiday then on the next succeeding Wednesday not a legal or Jewish holiday, at the principal office of the Congregation for the transaction of business on notice as provided herein. A regular meting may be canceled by action of the Board of Directors.

 

(c) Attendance of Observers

 

Members may attend all meetings of the Board of Directors, unless on motion duly made, seconded  and  passed,  the  Board  goes  into  closed  session  to  discuss  confidential  matters, whereupon all employees, guests and non-board members may be asked to leave.  No action may be taken until after the closed session is concluded.  Members may address the Board of Directors on any agenda topic.

 

6.         SPECIAL MEETINGS.

Special meetings of the Board of Directors may be called by the president or a vice- president and shall be called by either of them on the written request of any five (5) members of the Board of Directors.

 

7.         NOTICE OF MEETINGS.

Notice of all Director's meetings, except as herein otherwise provided, shall be given by email or mailing the same at least three (3) days before the meeting to the usual email, business or residence  address  of  each  director,  but  such  notice  may  be  waived  by  any  director.  Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined by the Board.

 

8.         CHAIRMAN.

 

The president, or in the absence of the president a vice-president, in order of succession, or in their absence a chairman chosen by the directors present, shall preside at meetings.

 

9.         QUORUM.

 

At all meetings of the Board of Directors, ten (10) directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided  buy statutes  or  by these by-laws.   Upon  the  request  of  any member of  the  Board  of Directors, the vote upon any question before the meeting shall be by secret ballot. If at any meeting there is less than a quorum present, a majority of those present may continue the meeting from time to time without further notice to obtain a quorum.

 

10.       CONTRACTS AND SERVICES.

 

The directors and officers of the Congregation may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the Congregation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the Congregation, notwithstanding that they may also be acting as individuals, or as trustees or trusts, or as agents of other persons or corporations, or may be interested in the same matters as stockholders, directors or  otherwise;  provided,  however,  that  any  contract,  transaction  or  act  on  behalf  on  the Congregation  in  a  matter  in  which  the  directors  or  officers  are  personally  interested  as stockholders, directors or otherwise shall be at arm's length and not violative of the proscriptions in the certificate of incorporation against the Congregation's use of application of its funds for private benefit. In no event, however, shall any person or other entity dealing with the directors or officers be obligated to inquire into the authority of the directors and officers to enter into and consummate any contract, transaction or other action.

 

11.       POWERS.

 

All the corporate powers, except such as are otherwise provided for in these by-laws and in the laws of the State of Illinois, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may by resolution delegate to committees of their own numbers, or to officers of the Congregations, such powers as they may see fit.

 

12.       DUTIES.

 

The Board of Directors shall present at the annual meeting of members a list of the prior year’s Board of Directors Meetings, with the minutes thereof and a report, verified by the president and treasurer, or by a majority of the directors, showing (a) all real and personal property owned by the Congregation, where located and where and how invested; (b) the amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of the acquisition; (c) the amount applied, appropriated or expended during the year immediately preceding  such  date  and  the  purposes,  objects,  or  persons  to  or  for  which  such  applications, appropriation or expenditures have been made, and (d) the names and places of residence of the persons who have been admitted to membership during the year.

 

Article V OFFICERS

 

1.         NUMBER.

 

The officers of the Congregation shall be the President, Vice President of Administration, Vice  President  of  Fundraising,  Vice  President  of  Education  and  Youth,  Vice  President  of Programming, Secretary,  Treasurer, and other officers with powers and duties not inconsistent with these by-laws as may be appointed and determined by the Board of Directors.  No two offices may be held by the same person.

 

2.         ELECTION, TERM OF OFFICE AND QUALIFICATIONS.

 

Officers shall be elected at the annual meeting by the members of the Congregation and shall assume office on their election. If on the first ballot, a majority is not received for any office, the two (2) receiving the most votes shall be voted upon and the one (1) with the highest vote shall be deemed elected. No officer shall serve in the same office for more than three (3) consecutive terms. All persons shall be eligible for nomination or election as an officer as long as a member in good standing for two (2) years.

 

3.         VACANCIES.

 

If  any  office  of  the  Congregation  becomes  vacant  by  death,  resignation,  retirement, disqualification or and other cause, the majority of the directors then in office, although less than a quorum, may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve  until  the  next  annual  meeting  of  members  and  until  the  election  and  qualification  of  a successor.

 

4.         PRESIDENT.

 

The president shall preside at all meetings of members and of the Board of Directors. The president shall have and exercise general charge and supervision of the affairs of the Congregation and shall do and perform such other duties as may be assigned by the Board of Directors.

 

5.         VICE PRESIDENTS.

 

The Vice Presidents of the Congregation and their general duties and responsibilities (subject at all times to the direction and scope established and assigned by the President and the Board of Directors) are as follows:

 

(a) Vice President of Administration – shall assist the President in the discharge of his/her duties, and, in the case of the absence, resignation, death or disability of the President, shall discharge

the duties of that office. The Vice President of Administration shall oversee functions of membership, building and grounds, community relations and personnel.

 

(b) Vice President of Fundraising – shall oversee and coordinate all aspects of fundraising for the Congregation, including actions related to the Jewish Federation, Jewish United Fund and Israeli Bonds.

 

(c) Vice President of Education and Youth – shall oversee all school (pre-school, primary and high school, adult) and all youth related activities.

 

(d) Vice President of Programming – shall oversee and coordinate social, religious, community and educational programming for the Congregation.

 

(e) Vice President of Membership - shall oversee and coordinate membership recruitment and retention.

 

 

 

6.         SECRETARY.

 

The secretary shall  have  charge  of  such  books,  documents  and  papers  as  the  Board  of Directors shall determine and shall have the custody of the corporate seal. The secretary shall attend and keep the minutes of all the meetings of the Board of Directors and members of the congregation. The secretary shall keep a record, containing the names, alphabetically arranged, of all  persons  who  are  members  of  the  congregation,  showing their  place  of  residence,  and  such record shall be open for inspection as prescribed by law. The secretary may sign with the president or vice-president, in the  name and on behalf of the congregation, any contracts or agreements authorized by the Board of Directors, and may affix the seal of the Congregation. The secretary, in general, shall perform all the duties incident aid the office of secretary, subject to the control of the Board of Directors, and shall do and perform such other duties as may be assigned by the

.Board of Directors.

 

7.         TREASURER.

 

The  treasurer  shall  have  the  custody  of  all  funds,  property  and  securities  of  the congregation, subject to such regulations as may be imposed by the Board of Directors. The Board of Directors may require the treasurer to give bond for the faithful performance of his duties, in such sums and with such sureties as the Board of Directors may require but at the cost and expense of  the  congregation.  When  necessary  or  proper,  the  treasurer  may  endorse  on  behalf  of  the congregation for collection checks, notes or other obligations, and shall deposit the same to the credit of the congregation at such bank or banks  or depository as the  Board of  Directors may designate. The treasurer or treasurer's designee, who shall be an elected officer of the congregation, shall sign all receipts and vouchers and, together with at least one other officer shall sign all checks of the congregation and all bills of exchange and promissory notes issued by the congregation, except in cases where the signing and execution thereof shall be expressly designated by the Board of Directors or by these by-laws to some other officer or agent of the congregation. The treasurer shall make such payments as may be necessary or roper to be made on behalf of the congregation. The treasurer shall enter regularly on the books of the congregation to be kept for that purpose, full and accurate account of all monies and obligations received and paid or incurred y him for or on account of the congregation and shall exhibit such books at all reasonable times to any director

 

or member on application at the office of the congregation. The treasurer shall, in general, perform all the duties incident to the office of treasurer, subject to the control of the Board of Directors.

 

8.         REMOVAL.

 

Any officer may be removed from office by the affirmative vote of two-thirds of all the directors  at  any  regular  meeting  or  special  meeting  called  for  that  purpose,  for  nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the congregation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out is purposes. Any officer proposed to be removed shall be entitled to at least five (5) days notice of such proposed action in writing by mail of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting.

 

Article VI

 

BOARD OF GOVERNORS

 

1.         MEMBERSHIP.

 

All past presidents who are members of the congregation and such persons as the president shall designate from among the members of the congregation with the advice and consent of the Board of Directors shall be deemed members of the Board of Governors. The president of the congregation shall serve as an ex officio member of the Board of Governors.

 

2.         POWERS.

 

The Board of Governors may make recommendations to the Board of Directors about all matters of concern to the congregation including the following:

 

(a)        Preserving and displaying memorabilia of the congregation; and

 

(b)       keeping the history of the activities of the congregation.

 

(c)        the award of special recognition for outstanding achievement by any member of the congregation;

 

(d)       the award of special recognition for outstanding achievement by Jews; (e)        the award of special recognition for humanitarian achievements; and (f)        such other matters as they may deem advisable.

3.         ATTENDANCE AT BOARD MEETINGS.

 

Members of the Board of Governors shall receive notice of all meetings of the Board of

Directors and all other mailings sent to the Board of Directors. Members of the Board of Governors

 

may attend any meeting of the Board of Directors and speak to any issue at such Board meetings but shall not have any vote.

 

4.         MEETINGS AND OFFICERS.

 

The President of the Congregation shall call an annual meeting of the Board of Governors.

 

The Board of Governors shall select such officers from among their members as they shall deem necessary, prescribe rules and regulations for the call and conduct of meetings of the Board of Governors and other matters relating to its procedure.

 

Article VII

 

AGENTS AND REPRESENTATIVES

 

The Board of Directors may appoint agents and representatives of the congregation with powers to perform acts or duties on behalf of the congregation as the Board of Directors may see fit, so far as may be consistent with these by-laws, to the extend authorized or permitted by law.

Article VIII CONTRACTS

The Board of Directors, except as in these by-laws otherwise provided, may authorize any officer or agent or enter into any contract or execute and deliver any instrument in the name and on behalf of the congregation, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the congregation to any contract or engagement, or to pledge its credit, or render it liable for any purpose or to any amount.

Article IX COMMITTEES

1.         Standing Committees. The Standing Committees of the Congregation and their duties shall be as follows:

 

(a)        Budget  and  Finance  –  preparation  and  review  of  the  annual  budget  of  the Congregation;  review  and  recommendation  regarding  all  financial  matters  including  dues structure, cash flow, accounting, financial and computer systems.

 

(b)       School Committee – with the principal, oversees religious school (elementary and secondary levels) programs, curricula, policies, staffing and budgeting.  Oversees subcommittee responsible for library maintenance.

 

(c)        Pre-School Committee - with the principal and pre-school director, oversees pre- school programs, curricula, policies, staffing and budgeting.

 

(d)       Building and Grounds –  with the executive director insures maintenance and up- keep of the building and grounds.  Subcommittees include oversight of cemetery maintenance and improvement.

 

(e)        Services  Coordination  Committee  –  with  the  Rabbi  and  School  Committee, coordinate  Shabbat,  high  holiday,  festival  and  bar  and  bat  mitzvah  programming  and  staffing (including ushers, junior congregation and tot Shabbat).

 

(f)        Special Events and Hospitality Committee – coordinates staffing, programming and creation  of  oversight  committees  for  all  regularly  scheduled  synagogue  special  events  (e.g. Hanukah, Sukkot, Purim, Kallah, Seder, Yom HaShoah, Yom HaAtzmaut). Coordinates programs and events to welcome and integrate new members into Congregational activities.

 

(g)       Fundraising  –  coordinates  all  Congregation  fundraising  activities  and  oversees staffing for all fundraising events.

 

(h)       Adult  Education  –  in  cooperation  with  the  Rabbi,  determines  adult  educational programming and events including classes, lectures, discussion groups and other events.

 

(i)        Youth  Committee  –  coordinates  programming  for  USY,  Kadima  and  Machar together with the youth director(s).

 

(j)        Social Action – sponsor and facilitate actions in furtherance of the social conscience of the Congregation.

 

(k)       Community Relations and Membership – in order to attract members and facilitate the relationship with between the Congregation and the broader community, coordinates publicity, conducts  outreach  programs  with  the  western  suburbs  and  other  inter-denominational  and community groups, facilitates participation in community events.

 

2.         Subcommittees.  The President, the Board of Directors and each Standing Committee may appoint such sub-committees from time to time as are necessary and appropriate for the conduct of the business of the Congregation.

 

3.         Nominating  Committee.   A  nominating  committee  shall  be  selected  not  later  than  the regularly scheduled Board of Directors meeting in June of each calendar year.   The nominating committee shall consist of seven (7) members.  A current Vice President selected by the President shall  serve  as  Chairman  of  the  nominating  committee.   The  remaining  six(6)  members  of  the nominating committee shall be selected as follows: two (2) members appointed by the current President, one (1) member appointed by the Chairman, three (3) members selected by the Board of Directors with at least one (1) of such elected members from the membership at large and not from the current Board of Directors.   The nominating committee shall select candidates for the Board of Directors and candidates for each office.  The nominating committee shall endeavor to include as nominees a cross section of all constituencies within the Congregation.  In September of each calendar year, the nominating committee shall post in the Congregation's bulletin, and on the main bulletin boards in the Congregation, a notice soliciting interest from the Congregation's members  with  respect  to  service  on  the  Board  of  Directors.   The  nominating  committee  shall endeavor to include as nominees a cross section of all constituencies within the Congregation.  The

 

nominating  committee  shall  present  its  slate  of  nominees  at  the  regularly  scheduled  Board  of Directors meeting in December of each calendar  year.   Names of additional nominees may be submitted  for the  Board  of  Directors  or  for  officers  provided  such  nomination  shall  be  (1) by written petition signed by twenty-five (25) or more members of the Congregation; (2) accompanied by a written statement of willingness to serve from the nominee in such office if elected; and (3) submitted to the Board of Directors of the Congregation not less than ten (10) days prior to the annual meeting of the Congregation in January of each year.

 

4.         Executive  Committee.  The  Executive  Committee  shall  consist  of  the  officers  of  the Congregation and other Congregational members designated by the President including, if deemed appropriate  by  the  President,  the  immediate  past  President.    The  Executive  Committee  shall endeavor to meet at least once each month and shall establish the agenda for the Board of Directors' meetings and consider such other matters of business and make recommendations thereon.

 

5.         Appointments.  The President, upon the advice of the Board of Directors, the Officers, the Committee chairman and others, with the consent of the Board of Directors, may appoint such persons  as  the  President  deems  necessary  as  members  and  Chairpersons  of  the  Standing Committees, and any other advisory committees of the Congregation, for such terms and with such duties as the President deems necessary and appropriate.  Each committee shall prescribe for itself such rules and regulations for the conduct of its business subject, in all cases, to the review and oversight of the President and the Board of Directors.

 

Article X

 

VOTING UPON STOCK OF OTHER CORPORATIONS

 

Unless otherwise ordered by the Board of Directors, the president shall have full power and authority on behalf of the Congregation to vote either in person or by proxy at any meeting of stockholders of any corporation in which this Congregation may hold stock, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such stock which, as the owner thereof, this Congregation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.

 

Article XI FISCAL YEAR

 

The fiscal year of the Congregation shall commence on July 1 of each year and end on June 30 of the following year.

 

Article XII

 

PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS:

 

No  member,  director,  officer  or  employee  of  or  member  of  a  committee  of  or  person connected with the Congregation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Congregation, provided, that this shall not prevent the payment to any person of reasonable compensation for services rendered to or for the Congregation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Congregation, whether voluntary or involuntary, the assets of the  Congregation  then  remaining  in  the  hands  of  the  Board  of  Directors  shall  be  distributed, transferred,  conveyed,  delivered  and  paid  over,  in  amounts  and  proportions  as  the  Board  of Directors may impose and determine, exclusively for educational or religious or a combination of educational and religious purposes relating to the Conservative Movement in Judaism as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue  Code  of  1954  (or  the  corresponding  provision  of  any  future  United  States  Internal Revenue Law), as the Board of Directors shall determine.

 

Article XIII INVESTMENTS

The Congregation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest the funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investment which a director is or may hereafter be permitted by law to make or any similar restriction.

 

Article XIV AMENDMENTS

1.         BY THE BOARD OF DIRECTORS.  The Board of Directors shall have power to make, alter, amend and repeal the bylaws of the Congregation by affirmative vote of a majority of the Board; provided, however, that the action is proposed at a regular or special meeting of the Board of Directors and adopted at a subsequent regular meeting, except as otherwise provided by law. All by-laws made by the Board of Directors may be altered, amended or repealed by the members.

 

2.         BY MEMBERS. The by-laws may be  altered,  amended, or repealed  at  any meeting of members of the congregation by a majority vote of all the members present at such meeting at which a quorum is present, represented either in person or by proxy, provided that the proposed action is inserted in the notice of such meeting.

 

Article XV CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall inscribe thereon the name of the Congregation and the words "Corporate Seal, Illinois".

 

Article XVI

 

The use of the masculine or feminine pronoun herein shall be deemed to include men and women.

 

 

Article XVII DIRECTOR/OFFICER CONFLICT OF INTEREST

1.         If a transaction is fair to the Congregation at the time it is authorized, approved, or ratified, the fact that a director or officer of the Congregation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.

 

2.         In a proceeding contesting the validity of a transaction described in subsection (1) of this Article, the person asserting validity has the burden of proving fairness unless the material facts of the transaction and the director's or officer's interest or relationship were disclosed or known to the Board of Directors and the Board authorized, approved, or ratified the transaction by the affirmative votes of a majority of disinterested directors even though the disinterested directors be less than a quorum; or

 

3.         The presence of a director or officer, who is directly or indirectly a party to the transaction described in subsection (1) of this Article, or a director or officer who is otherwise not disinterested, may be counted in determining whether a quorum is present but may not be counted when the Board of Directors then takes action on the transaction.

 

4.         For purposes of this Article, a director or officer is "indirectly" a party to a transaction if the other party to the transaction is an entirety in which the director or officer has a material financial interest or of which the director or officer is an officer, director or general partner.

 

Article XVIII INDEMNIFICATION

1.(a)        The   Congregation   shall   indemnify   any   director   or   officer   who   serves   the Congregation without compensation, who was or is a party or is threatened to be made a party to or witness in any threatened, pending or completed action, suit or proceeding, whether civil or criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Congregation, or is serving at the request of the Congregation without compensation as  a  director  or  officer  of  another  corporation,  against  expenses  (including  attorney's  fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the Illinois General Not for Profit Corporation Act and other applicable law, as may from time to time be in effect. Neither payment of indemnification nor reimbursement of expenses shall be deemed compensation.

 

(b)       Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer of the Congregation may be entitled. The foregoing provisions of this Article shall deemed to be a contract between the Congregation and each member, director and officer who serves in such capacity at any time while this Article and the relevant portions of

 

the Illinois General Not for Profit Corporation act and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any right or obligations then existing, with respect  to  any  state  of  facts  then  or  theretofore  existing,  or  any  action,  suit  or  proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

 

2.         Expenses actually and reasonably incurred in defending a civil or criminal action, suit or preceding shall be paid by the Congregation in advance of the final disposition of such action suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer  to  repay such  amount,  if  it  shall  ultimately be  determined  that  such  director  or officer is not entitled to be indemnified by the Congregation.

 

3.         Any right of indemnification shall continue as to a director or officer who has ceased to be such a director or officer of the Congregation and shall inure to the benefit of the heirs and personal representatives of such person.

 

4.         Any employee may be indemnified by the Congregation pursuant to action by the Board of Directors.

 

5.         If  authorized  by  the  board  of  Directors,  the  Congregation  may  purchase  and  maintain insurance on behalf of any person to the fullest extent permitted by the General Not for Profit Corporation Act of Illinois as in effect at the time of the adoption of this bylaw or as amended from time to time.

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