CONSTITUTION/BY-LAWS OF CONGREGATION AHAVATH ACHIM
Final Version Voted upon and approved by the membership on October 23, 2005
PREAMBLE
In the year 1916 (5676), a group of Sephardic individuals, recognizing the need for a Jewish Congregation to practice, promote and foster traditional Sephardic Judaism, established Congregation Ahavath Achim.
The membership of Congregation Ahavath Achim reaffirms the purposes of the founders and promulgates and adopts this revised Constitution/By-Laws.
ARTICLE I
NAME:
This Congregation shall be known as Congregation Ahavath Achim.
ARTICLE II
MISSION:
The mission of the Congregation shall be: To maintain a Synagogue for the worship of God and the promulgation of the tenets, beliefs, and doctrines of Sephardic Judaism; to educate Jewish youth and adults about Judaism and the history and culture of the Sephardic people; and to engage in such additional religious, educational, social, recreational, and related activities as will strengthen, maintain, and perpetuate Sephardic Judaism. The Congregation was organized as a Sephardic synagogue and will remain so. The liturgy and traditions will be of a Sephardic nature.
ARTICLE III
MEMBERSHIP:
Section 1
Eligibility: Any person of the Jewish faith 18 years or older, of good moral character, shall be eligible for membership. In the case of a mixed marriage, only the Jewish partner will be eligible for membership. Anyone who has been converted in a halachic manner acceptable to the Religious Committee may be eligible for membership. Categories of membership may be established from time to time by the Board of Directors.
Section 2
Application: Application for membership shall be made in writing to the Board of Directors or their designee. Election to membership in the Congregation shall be by vote of the Board of Directors or their designee.
Section 3
Membership: Membership in the Congregation shall entitle an adult single person, husband and wife, other adults living in a domestic partnership, and dependent children to all membership privileges. Husband and wife, other adults living in a domestic partnership, and dependent children shall be considered one family unit. However, each Jewish adult member in good standing, shall be entitled to one vote. For purposes of this section, an adult is defined as an individual who is not a dependent child of a member.
Section 4
In General: A member in good standing is one who has paid all of the dues, assessments, pledges and all other sums due the Congregation by August 30 of the religious year for which such sums are due. For purposes of this section, the religious year is defined as from one Rosh Hashana to the next Rosh Hashana.
Members in good standing shall enjoy the following privileges:
a. To attend all open meetings of the Congregation.
b. To have a voice and a vote at all Congregation meetings, in compliance with Article III,
Section 3.
c. To hold office in the Congregation.
d. To participate in worship at all religious services in the synagogue, subject to the rules of halacha and to rules and regulations which may be established by the Board of Directors.
e. To be entitled to the spiritual guidance and counsel of the clergy.
f. To enroll and participate in educational opportunities provided by the Congregation subject to rules and regulations which may be established by the Board of Directors. The Board of Directors shall have the right to adopt regulations and policies permitting enrollment of non-Members in the Congregation’s education programs.
g. To be entitled to use all the facilities of the synagogue subject to rules and regulations which may be established by the Board of Directors.
A member not in good standing shall be notified of the need for payment in arrears and if no payment is received, the member may be suspended by a vote of the Board of Directors as shown in Section 5 below. If personal financial circumstances are responsible for lack of payment, the member may to remain in good standing, in private, petition the Board of Directors or their designee for partial or complete relief.
Section 5
Suspension or Expulsion: A member may be suspended or expelled from the Congregation by vote of 2/3rds of the members of the Board of Directors present at a meeting. A member who is expelled will no longer be welcome to attend functions and services.
a. Any suspension or expulsion will not be effective until a member has been notified in writing.
b. A suspended or expelled member who makes application for reinstatement may be reinstated by a vote of 2/3rds of the members of the Board of Directors present at a meeting.
c. The application for reinstatement must be accompanied by any amount of arrears for which the member was suspended.
d.The Board of Directors can, however, by a majority vote, waive any or all arrears.
Section 6
Dues: Dues, assessments and other charges shall be fixed by the Board of Directors.
Section 7
Seats: Members in good standing shall be entitled to seats in the synagogue for the High Holy Days subject to the regulations fixed by the Board of Directors.
ARTICLE IV
NOMINATIONS AND ELECTIONS:
Section 1
Eligibility for Office: Any person nominated for an elective office or to the Board of Directors must be a member in good standing for at least one full year. No employee of the Congregation may be eligible for elective office or a seat on the Board of Directors, or any committee for which a conflict of interest may exist.
Section 2
Committee Selection: Nominations for all officers and directors shall be made by a Nominating Committee consisting of two persons appointed by the President.
Section 3
Purpose: The Nominating Committee shall meet and select a slate of nominees to all elective offices and board positions falling vacant at the end of the then current fiscal year. Each officer and board member shall be elected for a two year term.
Section 4
Presentation to Membership: The slate of the Nominating Committee shall be presented to the membership at the annual membership meeting to be held in November of the year in which any two year term expires.
Section 5
Nominations From the Floor: Any member in good standing may be nominated for office or a board position from the floor during the bi-annual November election meeting. Such nomination requires two family unit sponsors to be considered as a valid nomination.
Section 6
Election: Officers and board members shall be elected at the Bi-Annual Meeting of the Congregation in November of the election year.
Section 7
Contested Positions: Election for all contested positions shall be by closed ballot. The person receiving the most votes of the ballots cast shall be elected.
Section 8
One Vote per Office: Each adult member may cast only one vote per office.
ARTICLE V
CONGREGATIONAL MEETINGS:
Section 1
Annual Meeting: The Annual Meeting of the Congregation shall be held during the month of November or another time as designated by the board or directors, but in no case later than December 31 of each year. Notice of the annual meeting shall be given by the secretary of the Congregation in writing, sent by US. Mail or electronically, to all members of the Congregation, as they appear on the books of the Congregation, and sent not less than ten days prior to the meeting.
Section 2
Special Meetings: Special meetings may be called by the President, the Board of Directors, or upon written petition of ten adult members in good standing. The petition shall set forth the purpose of such meeting and the Secretary shall call such special meeting within fifteen days from when the petition is presented to the Secretary. Notices of all special meetings, stating the purpose thereof, shall be sent to the membership not less than seven days or more than fourteen days prior to the time set for the meeting.
Section 3
Quorum: Ten adult members in good standing and physically present for regular and special membership meetings shall constitute a quorum.
Section 4
Procedure: All meetings shall be conducted in accordance with the procedure provided for in the then current “Robert’s Rules of Order”, except as otherwise provided in this Constitution/By-Laws.
Section 5
Proxies: Written proxies from members in good standing will be honored.
ARTICLE VI
BOARD OF DIRECTORS:
Section 1
Composition of Board of Directors: The Board of Directors shall govern the affairs of the Congregation. The Board of Directors shall be responsible for delineating the duties of the employees of the Congregation. The Board shall be composed of the elected officers and four additional members in good standing elected by the membership. The Nominating Committee should give preference for nomination to the Board of Directors to past Presidents and committee chairs. Clergy may attend board meetings in a non-voting capacity at the invitation of the President. Whenever issues concerning the clergy are on the agenda, the President may excuse the clergy from that portion of the meeting.
Section 2
Board of Directors Term of Office: The members of the Board shall serve for a term of two years starting at the beginning of the fiscal year immediately following their appointment. All members of the Board of Directors will be elected at the annual meeting in the year in which officers are elected.
Section 3
Vacancy: Any vacancy among the Board members shall be filled by vote of the Board at the Board meeting immediately following the occurrence of such vacancy, and the member so chosen shall serve the unexpired term of the Board member replaced.
Section 4
Removal: A Board member may be removed by a vote of 2/3rds of the members of the Board of Directors at a special meeting called for that purpose. Three unexcused absences within one year or other violations of Board policies are grounds for removal.
Section 5
In General: The Board of Directors shall act for and on behalf of the Congregation and conduct its business, including setting policy for the Congregation and its leadership and setting and approving plans for all programs, and shall be responsible for the setting, control over and collection of all dues, assessments, fees, donations, gifts and bequests or any other source of revenue which may now or in the future be legitimately part of the Congregation’s revenue stream. The Board of Directors shall additionally be responsible for approving all actions with respect to clergy, professional staff and other employees, including hiring, firing, raises and promotions. The Board of Directors shall further be responsible for control and payment of all expenditures relating to salaries for the religious and administrative staff, building and grounds and other property-related matters, and other administrative or general expenses necessary or appropriate to oversee and regulate the activities of the Congregation. The Board of Directors may delegate the day-to-day management of any of the foregoing responsibilities to the President of the Congregation or to any other member of the Board, or to any other committee authorized by these By-laws or the Board or any chair of any such committee, or to any appointed clergy or professional staff person, with the proviso that regular reports from any or all of those be given at regularly scheduled meetings of the Board. Each member of the Board of Directors shall serve on at least one standing committee.
Section 6
Regular Meetings: The Board of Directors shall meet bi-monthly, or more frequently as determined by the President, excepting the month of the High Holidays. Notices shall be sent to the members of the Board not less than seven days prior to the time set for such meeting.
Section 7
Special Meetings: Special meetings of the Board may be called by the President at any time or when requested in writing by four or more members of the Board with no less than seven days notice of such meeting date. Notice of said meeting may be waived if approved by the majority of the entire board.
Section 8
Quorum: The presence of not less than fifty percent (50%) of the voting members of the Board, plus one, at a meeting of the Board of Directors shall constitute a quorum qualified to transact the business at said meeting.
Section 9
Procedure: All meetings shall be conducted in accordance with the procedure provided in the then current “Robert’s Rules of Order”, except as otherwise provided in these Constitution/By-Laws.
Section 10
Open Meetings: Any member of the Congregation in good standing, or any adult in such member’s household, may attend Board of Directors meetings. However, such persons and any non-voting members of the Board of Directors may be asked to remove themselves from executive session portions of the Board of Directors meetings identified by the President or Board of Directors as being proprietary to the voting members of the Board of Directors.
ARTICLE VII
OFFICERS :
The officers of the Congregation shall consist of a President, Vice President, Secretary, Treasurer, and a Sergeant At Arms. The officers are responsible for the day-to-day operations of the Congregation, along with the Rabbi, and other lay leaders and professional staff.
Section 1
Election: The officers shall be members in good standing. They shall be elected at the Bi-Annual Election Meeting of the Congregation, to serve a term of two years. The officers shall enter upon their term of office at the beginning of the next Calendar year (January 1) and hold office until their successors have been elected.
Any vacancy occurring among the officers shall be filled by vote of the Board of Directors at a regular or special meeting of the Board.
Section 2
Removal: Any officer may be removed by a vote of 2/3rds of the members of the Board of Directors present at a special meeting called for that purpose.
Section 3
President: The President shall: (a) preside at all meetings of the Congregation and of the Board of Directors; (b) appoint chairpersons of all standing and special committees; (c) be an ex-officio member of all standing and special committees; (d) unless otherwise decided by the board of directors, serve as the immediate supervisor of all employees and volunteer staff, including the right to discipline such employees and staff. The President may delegate such responsibility; (e) report to the Congregation at the Annual Meeting.
Section 4
Vice President: The Vice President shall act as President during the absence or disability of the President. The Vice President shall perform such duties as prescribed by the President. The Vice President shall oversee and supervise a portfolio of committees and/or auxiliary organizations of the Congregation. Portfolio assignments shall be established by the President at least bi-annually.
Section 5
Secretary: The Secretary shall: (a) keep and have available a written record of the proceedings of the Congregation and the Board of Directors, (b) keep a record of the entire membership, and (c) perform such other duties as may be prescribed by the Board of Directors from time to time.
Section 6
Treasurer: The Treasurer shall be the chief financial officer of the Congregation. The Treasurer shall: (a) be in charge of the financial affairs of the Congregation, the books of account, and records of all receipts and disbursements; (b) shall submit to the Board of Directors prior to the end of each fiscal year a budget of estimated income and expenditures for the approval of the Board of Directors; (c) make such records and documents available for inspection and examination by the other officers or by order of the Board of Directors; (d) be responsible for the deposit of all monies of the Congregation in bank or other accounts designated by the Board of Directors; and (e) if appropriate, place securities and other valuable documents in a safe deposit vault held in the name of the Congregation.
The Treasurer shall make quarterly reports to the Board of Directors of the finances of the Congregation. A written financial report to the Congregation for its Annual Meeting shall be available to members at the Annual Meeting and will be available for review three days prior to the meeting.
No obligations over $500.00 above an approved budget line item shall be incurred without approval of the Board of Directors; provided, however, if circumstances require that any such obligation be incurred prior to the next scheduled meeting of the Board of Directors, three of the elected officers shall have the right to approve such obligation. In the event the three officers approve any unbudgeted expenditure, they shall notify the Board of Directors of such action on or before the date of the next scheduled meeting of the Board of Directors. All Congregation checks over an amount determined by the Board of Directors shall be signed by two persons authorized and designated by the Board of Directors.
Section 7
Sergeant at Arms: The Sergeant at Arms will keep order at all functions, services and meetings of the synagogue. The Sergeant at Arms will also be responsible for maintaining the religious decorum in the Sanctuary.
ARTICLE VIII
COMMITTEES:
Section 1
Standing Committees: Standing Committees are those appointed by the President or the Board of Directors.
A) Appointive Standing Committees – The President shall appoint the Chairperson of the following standing committees who shall report regularly to the Board of Directors. The President may appoint additional persons on these committees, selecting them from the Board of Directors or the general membership of the Congregation, or authorize the committee Chairperson to make such selections. The appointive standing committees are:
1) Education
2) Building & Grounds
3) Membership
4) Finance
5) Religious
6) Fundraising
7) Social Activities
8) Community Ambassador
There shall be at least one Board member on each of the above standing committees. All standing committees shall meet not less often than once per year, shall record their proceedings and report to the Board of Directors, and shall be subject to supervision and control by the Board.
Section 2
Special Committees: In addition to the standing committees, special committees may be appointed by the President or the Board as needed.
ARTICLE IX
CLERGY:
The Congregation shall engage Rabbis and Hazzan and other clergy as may be deemed advisable by the Board of Directors. The senior Rabbi and the senior Hazzan shall be approved by the members of the Congregation at a special meeting called for that purpose. All other clergy shall be chosen by the Board of Directors or a designated committee acting on behalf of the Board of Directors. The senior Rabbi of the Congregation shall be a duly ordained Rabbi and shall profess and observe the tenets of Sephardic Judaism. He shall be the spiritual leader of the Congregation and interpreter of Jewish Law for the Congregation. The senior Hazzan shall profess and observe the tenets of Sephardic Judaism. The senior Rabbi and Hazzan shall jointly be responsible for the liturgical chant of the Congregation. The Rabbi and Hazzan shall perform the usual activities of Rabbi and Hazzan and such other duties as may be prescribed by the Board of Directors of the Congregation or the President acting on behalf of the Board of Directors. The Board of Directors may engage other clergy, including Associate or Assistant Rabbis or Hazzans, which may be engaged by the Congregation on a permanent or temporary basis to perform such duties as may be assigned to them by the Board of Directors or by the President acting on behalf of the Board of Directors.
Unless otherwise delegated by the Board of Directors, the Board of Directors shall (1) recruit, set the salary and benefits and negotiate the other terms of employment or contract for each Rabbi, Hazzan and other clergy engaged by the Congregation, (2) establish job descriptions for each Rabbi, Hazzan and other clergy engaged by the Congregation, and (3) determining the retention or firing of each Rabbi, Hazzan and other clergy engaged by the Congregation. The Board of Directors has the authority to terminate the employment of any senior Rabbi or senior Hazzan chosen by the members of the Congregation.
ARTICLE X
USE OF FACILITIES, SERVICES AND PROGRAMS BY NON-MEMBERS:
In General: The facilities, services and programs of the Congregation shall be made available to non-members subject to regulations fixed by the Board of Directors.
ARTICLE XI
AUXILIARY ORGANIZATIONS:
The Congregation shall have such auxiliary organizations as from time to time shall be authorized by the Board of Directors. The activities, by-laws and other regulations of all auxiliary organizations shall be consistent with the Constitution/By-Laws and purposes of the Congregation and approved by the Board of Directors.
ARTICLE XII
INDEMNIFICATION:
(A) No director, member or uncompensated officer shall be personally liable to the Congregation for monetary damages for conduct as a director or officer, provided that this Article XV shall not eliminate or limit the liability of a director or officer for any act or omission for which such elimination of liability is not permitted under the Oregon Nonprofit Corporation Act. No amendment to the Oregon Nonprofit Corporation Act that further limits the acts or omissions for which elimination of liability is permitted shall affect the liability of a director or officer for any act or omission which occurs prior to the effective date of the amendment. To the fullest extent that the law of the State of Oregon as it now exists or as it may hereafter be amended, permits the elimination of or limitation on the liability of directors, officers and members, no director, officer or member of the corporation shall be liable to the Congregation for damages for any act or omission.
(B) The Congregation shall indemnify to the fullest extent not prohibited by law any person who is made, or threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of the Congregation), by reason of the fact that the person is or was a director, officer, employee or agent of the Congregation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Congregation, or serves or served at the request of the Congregation as a director, officer, employee or agent, or as a fiduciary of an employee benefit plan, of another Congregation, partnership, joint venture, trust or other enterprise. The Congregation shall pay for or reimburse the reasonable expenses incurred by any such person in any such proceeding in advance of the final disposition of the proceeding if the person sets forth in writing (i) the person’s good faith belief that the person is entitled to indemnification under this article and (ii) the person’s agreement to repay all advances if it is ultimately determined that the person is not entitled to indemnification under this Article XV. No amendment to this Article XV that limits the Congregation’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. This Article XV shall not be deemed exclusive of any other provisions for indemnification or advancement of expenses of directors, officers, employees, agent and fiduciaries that may be included in any statute, bylaw, agreement, general or specific action of the board of directors, vote of the members or other document or arrangement.
ARTICLE XIII
FISCAL YEAR:
The fiscal year of the Congregation shall be from January 1 to December 31. Our dues, pledges and assessment year for the purpose of determining a member in good standing is from Rosh Hashana to the following August 30.
ARTICLE XIV
SEVERABILITY:
If any article, section or provision of this Constitution/By-Laws is held invalid, illegal or unenforceable, the remainder of the Constitution/By-Laws shall remain in force.
ARTICLE XV
AMENDMENT OF CONSTITUTION/BY-LAWS:
This Constitution may be amended with the exception of Article II. An amendment may be proposed at any regular or special meeting of the Congregation. The proposed amendment shall be submitted in writing to the Secretary upon the petition of not less than eighteen members in good standing of the Congregation or by resolution of the Board of Directors. The Secretary shall set forth the text thereof in full in the notice of the meeting sent to the membership of the Congregation. The proposed amendment shall be read once at the meeting at which time it shall be voted upon. The affirmative vote of two-thirds of the members in good standing present at the meeting shall be necessary for the adoption of the amendment.
Meeting Attendance Role and Voting Record:
Ahavath Achim Constitution – October 2005.
Meeting of October 16, 2005, first reading;
Richard Matza
Sol Varon
Yossi Malka
Ken Frahm
Sybil Barrier
Lottie Policar
Marvin Diamond
Peter Zisa
Rebecca Chivaney
Mark Abolofia
Meeting of October 20, 2005, second reading
Sol Varon
Lottie Policar
Golda Edwards
Rabbi Truzman
Meeting of October 23, 2005, third reading and vote
Richard Matza Y
Mark Abolofia Y
Sol Varon Y
Sam Menashe Y
Fay Menashe Y
Sybil Barrier N
Kenneth Frahm Y
Lottie Policar Y
Larry Policar Y
Francine Policar Y
Rabbi Truzman
Sam Nechemia
Golda Edwards Y
Proxies Present and voted include:
Peter Zisa N Ronnie Malka Y
Marvin Diamond N David Malka Y
Judy Malka Y Bruce Winthrop Y
Yossi Malka Y Susan Winthrop Y
Robert Adatto Y Jesse Matza Y
Caroline Adatto Y
Francine Abolofia Y
Judi Matza Y
Albert J. Menashe Y
Esther Menashe Y
Final Version Voted upon and approved by the membership on October 23, 2005
PREAMBLE
In the year 1916 (5676), a group of Sephardic individuals, recognizing the need for a Jewish Congregation to practice, promote and foster traditional Sephardic Judaism, established Congregation Ahavath Achim.
The membership of Congregation Ahavath Achim reaffirms the purposes of the founders and promulgates and adopts this revised Constitution/By-Laws.
ARTICLE I
NAME:
This Congregation shall be known as Congregation Ahavath Achim.
ARTICLE II
MISSION:
The mission of the Congregation shall be: To maintain a Synagogue for the worship of God and the promulgation of the tenets, beliefs, and doctrines of Sephardic Judaism; to educate Jewish youth and adults about Judaism and the history and culture of the Sephardic people; and to engage in such additional religious, educational, social, recreational, and related activities as will strengthen, maintain, and perpetuate Sephardic Judaism. The Congregation was organized as a Sephardic synagogue and will remain so. The liturgy and traditions will be of a Sephardic nature.
ARTICLE III
MEMBERSHIP:
Section 1
Eligibility: Any person of the Jewish faith 18 years or older, of good moral character, shall be eligible for membership. In the case of a mixed marriage, only the Jewish partner will be eligible for membership. Anyone who has been converted in a halachic manner acceptable to the Religious Committee may be eligible for membership. Categories of membership may be established from time to time by the Board of Directors.
Section 2
Application: Application for membership shall be made in writing to the Board of Directors or their designee. Election to membership in the Congregation shall be by vote of the Board of Directors or their designee.
Section 3
Membership: Membership in the Congregation shall entitle an adult single person, husband and wife, other adults living in a domestic partnership, and dependent children to all membership privileges. Husband and wife, other adults living in a domestic partnership, and dependent children shall be considered one family unit. However, each Jewish adult member in good standing, shall be entitled to one vote. For purposes of this section, an adult is defined as an individual who is not a dependent child of a member.
Section 4
In General: A member in good standing is one who has paid all of the dues, assessments, pledges and all other sums due the Congregation by August 30 of the religious year for which such sums are due. For purposes of this section, the religious year is defined as from one Rosh Hashana to the next Rosh Hashana.
Members in good standing shall enjoy the following privileges:
a. To attend all open meetings of the Congregation.
b. To have a voice and a vote at all Congregation meetings, in compliance with Article III,
Section 3.
c. To hold office in the Congregation.
d. To participate in worship at all religious services in the synagogue, subject to the rules of halacha and to rules and regulations which may be established by the Board of Directors.
e. To be entitled to the spiritual guidance and counsel of the clergy.
f. To enroll and participate in educational opportunities provided by the Congregation subject to rules and regulations which may be established by the Board of Directors. The Board of Directors shall have the right to adopt regulations and policies permitting enrollment of non-Members in the Congregation’s education programs.
g. To be entitled to use all the facilities of the synagogue subject to rules and regulations which may be established by the Board of Directors.
A member not in good standing shall be notified of the need for payment in arrears and if no payment is received, the member may be suspended by a vote of the Board of Directors as shown in Section 5 below. If personal financial circumstances are responsible for lack of payment, the member may to remain in good standing, in private, petition the Board of Directors or their designee for partial or complete relief.
Section 5
Suspension or Expulsion: A member may be suspended or expelled from the Congregation by vote of 2/3rds of the members of the Board of Directors present at a meeting. A member who is expelled will no longer be welcome to attend functions and services.
a. Any suspension or expulsion will not be effective until a member has been notified in writing.
b. A suspended or expelled member who makes application for reinstatement may be reinstated by a vote of 2/3rds of the members of the Board of Directors present at a meeting.
c. The application for reinstatement must be accompanied by any amount of arrears for which the member was suspended.
d.The Board of Directors can, however, by a majority vote, waive any or all arrears.
Section 6
Dues: Dues, assessments and other charges shall be fixed by the Board of Directors.
Section 7
Seats: Members in good standing shall be entitled to seats in the synagogue for the High Holy Days subject to the regulations fixed by the Board of Directors.
ARTICLE IV
NOMINATIONS AND ELECTIONS:
Section 1
Eligibility for Office: Any person nominated for an elective office or to the Board of Directors must be a member in good standing for at least one full year. No employee of the Congregation may be eligible for elective office or a seat on the Board of Directors, or any committee for which a conflict of interest may exist.
Section 2
Committee Selection: Nominations for all officers and directors shall be made by a Nominating Committee consisting of two persons appointed by the President.
Section 3
Purpose: The Nominating Committee shall meet and select a slate of nominees to all elective offices and board positions falling vacant at the end of the then current fiscal year. Each officer and board member shall be elected for a two year term.
Section 4
Presentation to Membership: The slate of the Nominating Committee shall be presented to the membership at the annual membership meeting to be held in November of the year in which any two year term expires.
Section 5
Nominations From the Floor: Any member in good standing may be nominated for office or a board position from the floor during the bi-annual November election meeting. Such nomination requires two family unit sponsors to be considered as a valid nomination.
Section 6
Election: Officers and board members shall be elected at the Bi-Annual Meeting of the Congregation in November of the election year.
Section 7
Contested Positions: Election for all contested positions shall be by closed ballot. The person receiving the most votes of the ballots cast shall be elected.
Section 8
One Vote per Office: Each adult member may cast only one vote per office.
ARTICLE V
CONGREGATIONAL MEETINGS:
Section 1
Annual Meeting: The Annual Meeting of the Congregation shall be held during the month of November or another time as designated by the board or directors, but in no case later than December 31 of each year. Notice of the annual meeting shall be given by the secretary of the Congregation in writing, sent by US. Mail or electronically, to all members of the Congregation, as they appear on the books of the Congregation, and sent not less than ten days prior to the meeting.
Section 2
Special Meetings: Special meetings may be called by the President, the Board of Directors, or upon written petition of ten adult members in good standing. The petition shall set forth the purpose of such meeting and the Secretary shall call such special meeting within fifteen days from when the petition is presented to the Secretary. Notices of all special meetings, stating the purpose thereof, shall be sent to the membership not less than seven days or more than fourteen days prior to the time set for the meeting.
Section 3
Quorum: Ten adult members in good standing and physically present for regular and special membership meetings shall constitute a quorum.
Section 4
Procedure: All meetings shall be conducted in accordance with the procedure provided for in the then current “Robert’s Rules of Order”, except as otherwise provided in this Constitution/By-Laws.
Section 5
Proxies: Written proxies from members in good standing will be honored.
ARTICLE VI
BOARD OF DIRECTORS:
Section 1
Composition of Board of Directors: The Board of Directors shall govern the affairs of the Congregation. The Board of Directors shall be responsible for delineating the duties of the employees of the Congregation. The Board shall be composed of the elected officers and four additional members in good standing elected by the membership. The Nominating Committee should give preference for nomination to the Board of Directors to past Presidents and committee chairs. Clergy may attend board meetings in a non-voting capacity at the invitation of the President. Whenever issues concerning the clergy are on the agenda, the President may excuse the clergy from that portion of the meeting.
Section 2
Board of Directors Term of Office: The members of the Board shall serve for a term of two years starting at the beginning of the fiscal year immediately following their appointment. All members of the Board of Directors will be elected at the annual meeting in the year in which officers are elected.
Section 3
Vacancy: Any vacancy among the Board members shall be filled by vote of the Board at the Board meeting immediately following the occurrence of such vacancy, and the member so chosen shall serve the unexpired term of the Board member replaced.
Section 4
Removal: A Board member may be removed by a vote of 2/3rds of the members of the Board of Directors at a special meeting called for that purpose. Three unexcused absences within one year or other violations of Board policies are grounds for removal.
Section 5
In General: The Board of Directors shall act for and on behalf of the Congregation and conduct its business, including setting policy for the Congregation and its leadership and setting and approving plans for all programs, and shall be responsible for the setting, control over and collection of all dues, assessments, fees, donations, gifts and bequests or any other source of revenue which may now or in the future be legitimately part of the Congregation’s revenue stream. The Board of Directors shall additionally be responsible for approving all actions with respect to clergy, professional staff and other employees, including hiring, firing, raises and promotions. The Board of Directors shall further be responsible for control and payment of all expenditures relating to salaries for the religious and administrative staff, building and grounds and other property-related matters, and other administrative or general expenses necessary or appropriate to oversee and regulate the activities of the Congregation. The Board of Directors may delegate the day-to-day management of any of the foregoing responsibilities to the President of the Congregation or to any other member of the Board, or to any other committee authorized by these By-laws or the Board or any chair of any such committee, or to any appointed clergy or professional staff person, with the proviso that regular reports from any or all of those be given at regularly scheduled meetings of the Board. Each member of the Board of Directors shall serve on at least one standing committee.
Section 6
Regular Meetings: The Board of Directors shall meet bi-monthly, or more frequently as determined by the President, excepting the month of the High Holidays. Notices shall be sent to the members of the Board not less than seven days prior to the time set for such meeting.
Section 7
Special Meetings: Special meetings of the Board may be called by the President at any time or when requested in writing by four or more members of the Board with no less than seven days notice of such meeting date. Notice of said meeting may be waived if approved by the majority of the entire board.
Section 8
Quorum: The presence of not less than fifty percent (50%) of the voting members of the Board, plus one, at a meeting of the Board of Directors shall constitute a quorum qualified to transact the business at said meeting.
Section 9
Procedure: All meetings shall be conducted in accordance with the procedure provided in the then current “Robert’s Rules of Order”, except as otherwise provided in these Constitution/By-Laws.
Section 10
Open Meetings: Any member of the Congregation in good standing, or any adult in such member’s household, may attend Board of Directors meetings. However, such persons and any non-voting members of the Board of Directors may be asked to remove themselves from executive session portions of the Board of Directors meetings identified by the President or Board of Directors as being proprietary to the voting members of the Board of Directors.
ARTICLE VII
OFFICERS :
The officers of the Congregation shall consist of a President, Vice President, Secretary, Treasurer, and a Sergeant At Arms. The officers are responsible for the day-to-day operations of the Congregation, along with the Rabbi, and other lay leaders and professional staff.
Section 1
Election: The officers shall be members in good standing. They shall be elected at the Bi-Annual Election Meeting of the Congregation, to serve a term of two years. The officers shall enter upon their term of office at the beginning of the next Calendar year (January 1) and hold office until their successors have been elected.
Any vacancy occurring among the officers shall be filled by vote of the Board of Directors at a regular or special meeting of the Board.
Section 2
Removal: Any officer may be removed by a vote of 2/3rds of the members of the Board of Directors present at a special meeting called for that purpose.
Section 3
President: The President shall: (a) preside at all meetings of the Congregation and of the Board of Directors; (b) appoint chairpersons of all standing and special committees; (c) be an ex-officio member of all standing and special committees; (d) unless otherwise decided by the board of directors, serve as the immediate supervisor of all employees and volunteer staff, including the right to discipline such employees and staff. The President may delegate such responsibility; (e) report to the Congregation at the Annual Meeting.
Section 4
Vice President: The Vice President shall act as President during the absence or disability of the President. The Vice President shall perform such duties as prescribed by the President. The Vice President shall oversee and supervise a portfolio of committees and/or auxiliary organizations of the Congregation. Portfolio assignments shall be established by the President at least bi-annually.
Section 5
Secretary: The Secretary shall: (a) keep and have available a written record of the proceedings of the Congregation and the Board of Directors, (b) keep a record of the entire membership, and (c) perform such other duties as may be prescribed by the Board of Directors from time to time.
Section 6
Treasurer: The Treasurer shall be the chief financial officer of the Congregation. The Treasurer shall: (a) be in charge of the financial affairs of the Congregation, the books of account, and records of all receipts and disbursements; (b) shall submit to the Board of Directors prior to the end of each fiscal year a budget of estimated income and expenditures for the approval of the Board of Directors; (c) make such records and documents available for inspection and examination by the other officers or by order of the Board of Directors; (d) be responsible for the deposit of all monies of the Congregation in bank or other accounts designated by the Board of Directors; and (e) if appropriate, place securities and other valuable documents in a safe deposit vault held in the name of the Congregation.
The Treasurer shall make quarterly reports to the Board of Directors of the finances of the Congregation. A written financial report to the Congregation for its Annual Meeting shall be available to members at the Annual Meeting and will be available for review three days prior to the meeting.
No obligations over $500.00 above an approved budget line item shall be incurred without approval of the Board of Directors; provided, however, if circumstances require that any such obligation be incurred prior to the next scheduled meeting of the Board of Directors, three of the elected officers shall have the right to approve such obligation. In the event the three officers approve any unbudgeted expenditure, they shall notify the Board of Directors of such action on or before the date of the next scheduled meeting of the Board of Directors. All Congregation checks over an amount determined by the Board of Directors shall be signed by two persons authorized and designated by the Board of Directors.
Section 7
Sergeant at Arms: The Sergeant at Arms will keep order at all functions, services and meetings of the synagogue. The Sergeant at Arms will also be responsible for maintaining the religious decorum in the Sanctuary.
ARTICLE VIII
COMMITTEES:
Section 1
Standing Committees: Standing Committees are those appointed by the President or the Board of Directors.
A) Appointive Standing Committees – The President shall appoint the Chairperson of the following standing committees who shall report regularly to the Board of Directors. The President may appoint additional persons on these committees, selecting them from the Board of Directors or the general membership of the Congregation, or authorize the committee Chairperson to make such selections. The appointive standing committees are:
1) Education
2) Building & Grounds
3) Membership
4) Finance
5) Religious
6) Fundraising
7) Social Activities
8) Community Ambassador
There shall be at least one Board member on each of the above standing committees. All standing committees shall meet not less often than once per year, shall record their proceedings and report to the Board of Directors, and shall be subject to supervision and control by the Board.
Section 2
Special Committees: In addition to the standing committees, special committees may be appointed by the President or the Board as needed.
ARTICLE IX
CLERGY:
The Congregation shall engage Rabbis and Hazzan and other clergy as may be deemed advisable by the Board of Directors. The senior Rabbi and the senior Hazzan shall be approved by the members of the Congregation at a special meeting called for that purpose. All other clergy shall be chosen by the Board of Directors or a designated committee acting on behalf of the Board of Directors. The senior Rabbi of the Congregation shall be a duly ordained Rabbi and shall profess and observe the tenets of Sephardic Judaism. He shall be the spiritual leader of the Congregation and interpreter of Jewish Law for the Congregation. The senior Hazzan shall profess and observe the tenets of Sephardic Judaism. The senior Rabbi and Hazzan shall jointly be responsible for the liturgical chant of the Congregation. The Rabbi and Hazzan shall perform the usual activities of Rabbi and Hazzan and such other duties as may be prescribed by the Board of Directors of the Congregation or the President acting on behalf of the Board of Directors. The Board of Directors may engage other clergy, including Associate or Assistant Rabbis or Hazzans, which may be engaged by the Congregation on a permanent or temporary basis to perform such duties as may be assigned to them by the Board of Directors or by the President acting on behalf of the Board of Directors.
Unless otherwise delegated by the Board of Directors, the Board of Directors shall (1) recruit, set the salary and benefits and negotiate the other terms of employment or contract for each Rabbi, Hazzan and other clergy engaged by the Congregation, (2) establish job descriptions for each Rabbi, Hazzan and other clergy engaged by the Congregation, and (3) determining the retention or firing of each Rabbi, Hazzan and other clergy engaged by the Congregation. The Board of Directors has the authority to terminate the employment of any senior Rabbi or senior Hazzan chosen by the members of the Congregation.
ARTICLE X
USE OF FACILITIES, SERVICES AND PROGRAMS BY NON-MEMBERS:
In General: The facilities, services and programs of the Congregation shall be made available to non-members subject to regulations fixed by the Board of Directors.
ARTICLE XI
AUXILIARY ORGANIZATIONS:
The Congregation shall have such auxiliary organizations as from time to time shall be authorized by the Board of Directors. The activities, by-laws and other regulations of all auxiliary organizations shall be consistent with the Constitution/By-Laws and purposes of the Congregation and approved by the Board of Directors.
ARTICLE XII
INDEMNIFICATION:
(A) No director, member or uncompensated officer shall be personally liable to the Congregation for monetary damages for conduct as a director or officer, provided that this Article XV shall not eliminate or limit the liability of a director or officer for any act or omission for which such elimination of liability is not permitted under the Oregon Nonprofit Corporation Act. No amendment to the Oregon Nonprofit Corporation Act that further limits the acts or omissions for which elimination of liability is permitted shall affect the liability of a director or officer for any act or omission which occurs prior to the effective date of the amendment. To the fullest extent that the law of the State of Oregon as it now exists or as it may hereafter be amended, permits the elimination of or limitation on the liability of directors, officers and members, no director, officer or member of the corporation shall be liable to the Congregation for damages for any act or omission.
(B) The Congregation shall indemnify to the fullest extent not prohibited by law any person who is made, or threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of the Congregation), by reason of the fact that the person is or was a director, officer, employee or agent of the Congregation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Congregation, or serves or served at the request of the Congregation as a director, officer, employee or agent, or as a fiduciary of an employee benefit plan, of another Congregation, partnership, joint venture, trust or other enterprise. The Congregation shall pay for or reimburse the reasonable expenses incurred by any such person in any such proceeding in advance of the final disposition of the proceeding if the person sets forth in writing (i) the person’s good faith belief that the person is entitled to indemnification under this article and (ii) the person’s agreement to repay all advances if it is ultimately determined that the person is not entitled to indemnification under this Article XV. No amendment to this Article XV that limits the Congregation’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. This Article XV shall not be deemed exclusive of any other provisions for indemnification or advancement of expenses of directors, officers, employees, agent and fiduciaries that may be included in any statute, bylaw, agreement, general or specific action of the board of directors, vote of the members or other document or arrangement.
ARTICLE XIII
FISCAL YEAR:
The fiscal year of the Congregation shall be from January 1 to December 31. Our dues, pledges and assessment year for the purpose of determining a member in good standing is from Rosh Hashana to the following August 30.
ARTICLE XIV
SEVERABILITY:
If any article, section or provision of this Constitution/By-Laws is held invalid, illegal or unenforceable, the remainder of the Constitution/By-Laws shall remain in force.
ARTICLE XV
AMENDMENT OF CONSTITUTION/BY-LAWS:
This Constitution may be amended with the exception of Article II. An amendment may be proposed at any regular or special meeting of the Congregation. The proposed amendment shall be submitted in writing to the Secretary upon the petition of not less than eighteen members in good standing of the Congregation or by resolution of the Board of Directors. The Secretary shall set forth the text thereof in full in the notice of the meeting sent to the membership of the Congregation. The proposed amendment shall be read once at the meeting at which time it shall be voted upon. The affirmative vote of two-thirds of the members in good standing present at the meeting shall be necessary for the adoption of the amendment.
Meeting Attendance Role and Voting Record:
Ahavath Achim Constitution – October 2005.
Meeting of October 16, 2005, first reading;
Richard Matza
Sol Varon
Yossi Malka
Ken Frahm
Sybil Barrier
Lottie Policar
Marvin Diamond
Peter Zisa
Rebecca Chivaney
Mark Abolofia
Meeting of October 20, 2005, second reading
Sol Varon
Lottie Policar
Golda Edwards
Rabbi Truzman
Meeting of October 23, 2005, third reading and vote
Richard Matza Y
Mark Abolofia Y
Sol Varon Y
Sam Menashe Y
Fay Menashe Y
Sybil Barrier N
Kenneth Frahm Y
Lottie Policar Y
Larry Policar Y
Francine Policar Y
Rabbi Truzman
Sam Nechemia
Golda Edwards Y
Proxies Present and voted include:
Peter Zisa N Ronnie Malka Y
Marvin Diamond N David Malka Y
Judy Malka Y Bruce Winthrop Y
Yossi Malka Y Susan Winthrop Y
Robert Adatto Y Jesse Matza Y
Caroline Adatto Y
Francine Abolofia Y
Judi Matza Y
Albert J. Menashe Y
Esther Menashe Y
