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Bylaws & Policies

AMENDED AND RESTATED BY-LAWS OF CONGREGATION EMANUEL OF GRAND RAPIDS, MICHIGAN

Ratified at the Congregations Annual Meeting June 2, 2013

 

Table of Contents

 

ARTICLE I. NAME

ARTICLE II. PURPOSE

ARTICLE III. PRACTICES/AFFILIATION

ARTICLE IV. MEMBERSHIP

ARTICLE V. FISCAL YEAR

ARTICLE VI. BOARDOFTRUSTEES

ARTICLE VII. OFFICERS

ARTICLE VIII. NOMINATION AND ELECTION OF TRUSTEES AND OFFICERS

ARTICLE IX. DIVISION AND COMMITTEES

ARTICLE X. CLERGY

ARTICLE XI. CONGREGATIONAL MEETINGS

ARTICLE XII. AUXILIARY GROUPS

ARTICLE XIII. LOCATION OF SANCTUARY

ARTICLE XIV. AMENDMENTS

ARTICLE XV. INDEMNIFICATION

ARTICLE XVI. RULES OF PROCEDURE

ARTICLE XVII. EFFECTIVE DATE

 

ARTICLE I. NAME

AMENDED AND RESTATED BY-LAWS OF CONGREGATION EMANUEL, a Michigan Not-For-Profit Corporation

This Congregation is known as “Congregation Emanuel of Grand Rapids, Michigan.”

 

ARTICLE II. PURPOSE

The purpose of the Congregation is to promote Judaism in all relations of life by means of public and private worship, by education, and through social and welfare activities. The Congregation has been established to maintain a house of worship and of learning, and a place of assembly for the preservation and perpetuation of Judaism and the ethical and moral values for which it stands; and to provide its members with the means of identifying with their Jewish heritage, of living in accordance with its teachings, and of preserving the Jewish faith for future generations.

 

ARTICLE III. PRACTICES/AFFILIATION

This Congregation shall follow the practices of Reform Judaism and is affiliated with the Union for Reform Judaism.

 

ARTICLE IV. MEMBERSHIP

Section 1

Any person eighteen (18) years of age or older who identifies with the purposes of this Congregation may be accepted to membership upon approval of the Board of Trustees, or its designee, which shall consider the applicant's qualifications for membership in light of the purposes of this Congregation.

Section 2

When more than one person resides at the same address, the unit of membership shall be the household. For purposes of this Article IV, the "household" shall mean one or two adults, and their dependent family members, who permanently reside at the same address.

Section 3

The Board of Trustees may, in its discretion, establish other membership classifications.

Section 4

Members shall have the right to vote on all matters coming before a Meeting of the Congregation; as such term is hereinafter defined. The privilege of voting shall be vested in the membership unit with each household having a maximum of two (2) votes.

Section 5

Members shall pay such annual dues, assessments and other fees as shall be determined by the Board of Trustees. A member, who fails to pay any financial obligation due to the Congregation, after such obligation shall become due and payable, may be suspended by the Operating Committee or its designee and deprived of all membership rights and privileges. On the basis of hardship, the Operating Committee or its designee may, in its discretion, waive, extend or modify any financial obligation due from a member. The Board of Trustees shall, upon the filing of a petition by the suspended Member, have the right to override such suspension by a two-thirds (2/3) vote at a closed door meeting convened by the President.

Section 6

The resignation or suspension of any member shall not relieve that member from the payment of any obligation due to the Congregation at the time of resignation or suspension, except, however, if a member resigns due to his or her refusal to accept a special assessment voted by the Board, the amount assessed will not be considered an obligation at the time of the resignation.

 

ARTICLE V. FISCAL YEAR

The fiscal year shall be July 1 through June 30 unless changed by a majority vote of the Board of Trustees.

 

ARTICLE VI. BOARD OF TRUSTEES

Section 1

No one may serve as a member of the Board of Trustees unless he or she has been a member of the Congregation for at least twelve (12) months immediately preceding his or her taking office as a member of the Board of Trustees and has reached his or her majority, except with respect to the Youth Group representative, who may be a minor. In addition, all past presidents of the Congregation may serve on the Board in perpetuity as honorary members, but shall not have voting rights except as set forth below. No member of the Board of Trustees may be a full time employee of the Temple. No two (2) or more members of the same household (as such term is defined in Section 2 of Article IV above) may serve as elected members of the Board of Trustees at the same time. No member of the Board may serve on the Operating Committee if any member of his or her family is a full time employee of the Temple.

Section 2

The Board of Trustees shall consist of the officers of the Congregation and twelve (12) elected Trustees. The Trustees shall serve a term of two (2) years. No Trustee may serve on the Board for more than three (3) consecutive terms as a Board member. The term of an elected officer shall not be considered for purposes of this section. In addition, auxiliary groups within the Congregation as are permitted from time to time by the Board of Trustees to have representatives on the Board of Trustees, shall have a representative serve as non-elected members of the Board of Trustees with the right to vote. In addition, the Immediate Past President of the Congregation shall serve as a voting member of the Board for as long as he or she is the Immediate Past President.

Section 3

The Nominating Committee (as hereinafter defined) shall report its nominees for the position of membership to the Board of Trustees at a regularly scheduled Board meeting at least sixty (60) days prior to the annual Congregational meeting, and the nominees shall be individually confirmed or rejected at such meeting. Any proposed nominee who is rejected shall be replaced by a nominee elected by a majority of the Trustees at that same meeting. All elected Trustees shall be elected at the annual Congregational meeting for a term commencing on the first day of the first month following the annual Congregational meeting based upon the slate confirmed by the Board of Trustees or by petition in writing of ten percent (10%) of the Members submitted to the Board of Trustees no later than five (5) days prior to the Annual Congregational meeting.

Section 4

By appointment, and after nomination by the Nominating Committee, the Board of Trustees shall by majority vote fill vacancies of elected Trustees to serve the remainder of the term filled. If the unexpired portion of the term to be filled is less than eighteen (18) months, such unexpired portion shall not be counted toward the term limitations set forth in Article VI, Section 2 above.

Section 5

The Board of Trustees shall meet on a regularly scheduled basis and at such other times at the call of the President, or upon a majority vote of the Operating Committee or by a vote of two-thirds (2/3) of the Board of Trustees, upon five (5) days' notice in writing. The Board of Trustees shall meet a minimum of five (5) times a year. Unless closed pursuant to the terms hereof, Board meetings shall be open to any member of the Congregation who may address the Board on an item appearing on the agenda. A majority of the voting members of the Board of Trustees shall constitute a quorum. The President may, at his or her discretion, close special meetings of the Board to the Congregation, unless overruled by a two-thirds (2/3) vote of the Board.

Section 6

The Board of Trustees shall govern the affairs of the Congregation, control its revenues and properties and determine dues and take such other actions as shall, in its judgment, best promote the welfare of the Congregation. All such disbursements of Congregational funds will be subject to such rules and regulations as the Board of Trustees shall determine. The Board of Trustees may remove a Trustee or a Congregation member by a two-thirds (2/3) vote of the Board for cause, including but not limited to malfeasance, breach of fiduciary duty, criminal acts, or other wrongful acts that result in material detriment to the Congregation, but only after such Trustee or member has been given an opportunity to be heard. The Board of Trustees shall have the responsibility of devising and overseeing the management structure of the Congregation.

Section 7

All Trustees are expected to attend all Board meetings. Members of the Board, as the chosen lay leaders of the Congregation, shall individually and collectively set the example to the membership of the Congregation by regular attendance at worship services, by engaging in adult Jewish studies, and by active participation in the life and activities of the Congregation. Any elected member of the Board of Trustees who has been absent from three (3) consecutive or four (4) non-consecutive regularly scheduled meetings of the Board of Trustees within any one (1) fiscal year, without a valid excuse, as determined by the President, or does not otherwise live up to the example that a Board Member should set, in the judgment of the President, shall be removed as a member of the Board of Trustees, unless extraordinary circumstances are demonstrated to the satisfaction of the Board of Trustees.

Section 8

The agenda and order of the Board of Trustees meetings shall be determined by the President, subject to modification by a majority vote of the Trustees present.

Section 9

Other than as specified herein, action by the Board of Trustees shall be by majority vote, except that the President shall not cast a vote; however, he or she shall be required to do so in order to break a tie.

Section 10

Minutes of the meetings of the Board of Trustees shall be taken by a Temple employee or by such other person or in such other manner as the President may designate, and such minutes shall be kept available at the Temple office for examination by any member.

Section 11

Notices required to be delivered in writing under the provisions of these By-Laws may be delivered, electronically, by hand delivery or by the United States Postal Service.

Section 12

The Board shall keep accurate books and records of all receipts and disbursements, and shall report the financial condition of the Congregation to the Congregation at the annual meeting. Members of the Congregation, upon reasonable notice to the Board, may have the right to inspect the financial books and records of the Congregation.

 

ARTICLE VII. OFFICERS

Section 1

The elected officers of the Congregation shall consist of the President, the President- Elect, and three (3) Vice-Presidents. The Vice-Presidents shall assist the President in the discharge of his or her duties and shall be assigned specific tasks and areas of jurisdiction by the President. These officers and the Immediate Past President of the Congregation shall constitute the Operating Committee of the Congregation.

Section 2

Vice-Presidents shall be elected to serve for a term of two (2) years to commence with the beginning of the fiscal year next following the election. No officer shall serve as a Vice- President for more than six (6) consecutive years.

Section 3

A. The President shall serve for one (1) two-year term, but he or she may serve additional terms as President, so long as those terms are not consecutive.

B. The President-Elect shall be elected at the annual Congregational meeting preceding the end of the first year of the current President's term. The candidate receiving a majority of the votes cast shall be declared elected. The method of casting a ballot shall be determined by the President. The President-Elect shall serve as President-Elect for one (1) year, at which time he or she shall automatically assume the office of President for a term of two (2) years. The Nominating Committee shall report its proposed nominee(s) for President-Elect to the Board at a regularly scheduled meeting at least ninety (90) days prior to the annual Congregational meeting. If the nominee is rejected, then the Board of Trustees shall nominate by a majority vote at the next meeting and elect by a majority vote a new candidate for President- Elect at the next meeting.

C. The Vice-Presidents shall be elected at an annual Congregational meeting. The 5

Candidate for each office receiving a majority of the votes cast shall be declared elected. The method of casting a ballot shall be determined by the President. The President and the President- Elect shall serve with the Nominating Committee for nominating Vice Presidents. The Nominating Committee shall report its nominees at a regularly scheduled Board meeting at least ninety (90) days prior to the annual Congregational meeting. The vice-presidential nominees shall be individually confirmed or rejected at the next Board meeting. Any proposed vice- presidential nominee who is rejected shall be replaced by a nominee elected by a majority of the Trustees at the next meeting.

D. Additional nominations for President-Elect and/or Vice-presidents may be made by petition in writing of ten percent (10%) of the members submitted to the Board of Trustees no later than five (5) days prior to the Annual Congregational Meeting.

E. All candidates for President-Elect and Vice-Presidents must be persons who are eligible to serve as elected Trustees during the fiscal year next ensuing or would be eligible to serve but for the fact that they are completing six (6) years of consecutive service as members of the Board of Trustees.

Section 4

A. The President shall preside at all meetings of the Board of Trustees and the Congregation. The President shall appoint committee chairs and members of committees, and shall be an ex-officio member of all committees. Subject to other provisions of these By-Laws, the President shall execute all documents on behalf of the Congregation, upon the prior approval of the Board of Trustees or the Congregation at large as the case may be. The President shall enforce these By-Laws and shall execute all resolutions of the Board of Trustees and of the Congregation. The President, together with the Operating Committee shall, from time to time, determine who shall be authorized signatories on all corporate bank accounts. At the Congregational meeting, the President shall decide all questions of order, subject to appeal to the parliamentarian. The President must, upon written request of two-thirds (2/3) of the Board of Trustees, or upon written request of twenty-five percent (25%) of the members of the Congregation eligible to vote, convene a special meeting of the Congregation no later than two (2) weeks from the date of receipt of proper demand. The President shall not vote at Congregational meetings, except the President must do so in order to break a tie.

B. The President is vested with emergency discretionary powers to perform those acts immediately vital and necessary to the continuing functioning of the Congregation and shall immediately notify the Operating Committee of said action. Such emergency action shall be subject to ratification by the Board of Trustees at its next regular meeting.

Section 5

The President-Elect, if applicable, any Vice-President, if there is no President-Elect, shall fulfill all of the duties of President in the event of the President's unavailability or inability to act. In addition, each Vice-President shall perform other duties as may be assigned by the President.

Section 6

If a vacancy occurs in the office of President, the President-Elect shall complete the remainder of the President's term. If there is no President-Elect, one (1) of the Vice-Presidents, as elected by a majority vote of the Board of Trustees at its next meeting, shall fill the vacancy until the beginning of the fiscal year following the next annual Congregational meeting, at which time the Congregation will elect a qualified person to fill the unexpired term in the same manner as provided for in Section 4 of Article VI above. If the unexpired portion of the term to be filled is greater than twelve (12) months, such unexpired portion shall be counted toward the term limitations set forth in Article VII, Section 3A.

 

ARTICLE VIII. NOMINATION AND ELECTION OF TRUSTEES AND OFFICERS

Section 1

A Nominating Committee shall be elected by the Board of Trustees at a regularly scheduled Board Meeting at least one hundred and fifty (150) days prior to the annual Congregational meeting and shall serve for the following fiscal year of the Congregation. The Nominating Committee shall consist of five (5) members. One (1) of the members shall be the Immediate Past President of the Congregation. In the event the Immediate Past President is unable to serve, then the President shall have the right to substitute any past president to fill that position. Two (2) members shall be members of the Board of Trustees eligible to serve for the ensuing year whose term will not expire at the end of that year for which he or she is serving. Two (2) of the members shall be from the Congregation and shall not be serving among the Board of Trustees. Of the two (2) non-Board members, one (1) shall be selected by the Rabbi and one (1) shall be selected by the President of the Congregation. The members of the Nominating Committee shall elect the Chair of the committee. No more than one (1) member of the Nominating Committee may be a Vice-President or President-Elect and shall not be eligible for re-election to the Board of Trustees.

Section 2

The Nominating Committee shall nominate to the Board of Trustees individual(s) (i) to fill vacancies created by the resignation or removal of a current member of the Board of Trustees; (ii) to fill vacancies for the six (6) annually elected Trustees; (iii) to serve as vice- presidents or individuals to fill vacancies created by the resignation or removal of a vice- president of the Congregation; and (iv) to serve as President-Elect or to fill a vacancy created by the resignation or removal of the President-Elect or a vacancy created by the succession of the President-Elect to the presidency.

Section 3

No member of the Nominating Committee, or a member of his or her household, shall be eligible for nomination. No member of the Nominating Committee, other than the past president, shall be eligible to serve on the Nominating Committee for more than one (1) consecutive year. If any member of the Nominating Committee resigns, the President shall recommend to the

Board of Trustees for its approval a new member to serve on the Nominating Committee. The President shall make his or her recommendation based upon whether the position to be filled is that of a Member of the Board of Trustees, a non-member of the Board of Trustees or that of a past president.

Section 4

Selections of the Nominating Committee shall be reported to the Board of Trustees for approval. All nominees to fill the vacancies referred to in Section 2 of this Article VIII shall thereafter be eligible to be elected at the annual Congregational meeting for terms commencing on the first day of the month following the annual Congregational meeting.

Section 5

No person shall be nominated without his or her consent. All nominations to fill the vacancies referred to in Section 2 of this Article VIII shall be sent to all members of the Congregation no less than fifteen (15) days prior to the annual Congregational Meeting.

 

ARTICLE IX. DIVISION AND COMMITTEES

Section 1

The President shall establish committees as he or she may deem appropriate and necessary for the administration of the Temple's business and may assign those committees to whichever member of the Operating Committee that the President deems appropriate.

Section 2

All committees are representative of the Congregation and are responsible for planning, evaluation and implementation of the goals established for said committee by the Board of Trustees. All committees shall regularly report to the Board of Trustees, and all committee activities shall be subject to the approval of the Board of Trustees. Each committee shall determine its own operational procedures and meeting schedules, which shall be communicated to the President.

Section 3

In addition to the committees created pursuant to Section 1 of this Article IX, there shall be the following standing committees whose goals, duties and procedures shall be as follows:

A. The Operating Committee shall have the function of assisting the Board of Trustees in the planning for the future of the Congregation by making recommendations to the Board of Trustees, and conducting such other functions as this Constitution or the Board of Trustees may designate. The voting members of the Operating Committee shall be the President, the Immediate Past President, the President-Elect and the Vice-Presidents. The Rabbi shall attend meetings of the Operating Committee, unless otherwise requested by the President. The President may invite, from time to time, non-voting additional members to the Operating Committee. A member of the Board of Trustees may attend but shall not vote in the meetings of the Operating Committee.

 

ARTICLE X. CLERGY

Section 1

For the purposes of these By-Laws, the term Clergy shall be defined to mean the Rabbi and such other persons as may be designated by the Board of Trustees.

Section 2

The President shall appoint, subject to the approval of the Board of Trustees, a Selection Committee to search out and recommend to the Board of Trustees candidates for the position of Rabbi. Such Selection Committee shall consider, in its selection process, the rules and regulations of the Joint Rabbinic Placement Commission of the Union for Reform Judaism, the Central Conference of American Rabbis, and the Hebrew Union College-Jewish Institute of Religion.

Section 3

The Rabbi shall be initially elected in the following manner:

(1) The Selection Committee shall recommend to the Board of Trustees a candidate to be elected.

(2) Upon approval of the Board of Trustees, this recommendation shall be submitted to the Congregation at a regular or special meeting.

(3) A two-thirds (2/3) vote of the membership present and voting shall be required for the initial election of the Rabbi.

Section 4

Upon completion of the Rabbi's initial term of employment as well as all subsequent terms of employment, the Board shall make the determination of the Rabbi's re-election, but pursuant to the provisions of Section 9 of Article X below, in the event the Board approves an employment agreement with the Rabbi or any other member of the clergy for a term in excess of five (5) years, the Congregation may terminate that employment agreement by a three-fourths (3/4) vote of those members present and voting at a regular or special meeting of the Congregation. If the Congregation votes to terminate the Rabbi's employment, the President shall thereupon appoint a Selection Committee as set forth in Section 2 above. Pending the selection and employment of a new Rabbi, the Board of Trustees may, in its sole discretion, retain the current Rabbi on an interim basis upon such terms and conditions as the Board of Trustees shall determine.

Section 5

The Rabbi shall have the right to attend all meetings of the Board of Trustees and the Congregation, without voting rights, except when requested by the President or Board of Trustees to absent him or herself. The Rabbi shall be a non-voting member of all committees. The Rabbi shall not be present during any meetings pertaining to his or her employment contract or the employment contracts of other senior staff, unless otherwise directed by the President.

Section 6

The Board of Trustees may engage an associate, assistant, emeritus, or auxiliary rabbi(s). The Rabbi shall serve as a non-voting member of the Selection Committee. The Rabbi shall recommend to the Selection Committee a candidate or a list of candidates for the position of associate, assistant or auxiliary Rabbi. The Selection Committee shall thereupon recommend to the Board of Trustees, for its approval, a candidate or candidates for the position. The duties of the associate, assistant or auxiliary Rabbi shall be defined by the Board of Trustees after consultation with the senior Rabbi.

Section 7

The associate and/or assistant Rabbi shall be invited to attend all meetings of the Board of Trustees, without voting rights, except when requested by the President or Board of Trustees to absent himself or herself. The associate/assistant Rabbi shall absent himself or herself from any meetings pertaining to his or her employment contract or the employment contracts of other senior staff, unless otherwise directed by the President.

Section 8

The President shall appoint, subject to the approval of the Board of Trustees, a selection committee to search out and recommend to the Board of Trustees candidates for the position of Cantor. The Rabbi shall serve as a non-voting member of the Selection Committee and shall recommend to the Selection Committee a list of candidate(s) for the position of Cantor. The Selection Committee shall consider, in its selection process, the rules and regulations of the Joint Cantorial Placement Commission of the Union for Reform Judaism, Hebrew Union College: Jewish Institute of Religion School of Sacred Music, and the American Conference of Cantors.

Section 9

The initial term of any member of the Clergy, as such term is hereinafter defined, shall be for a period not greater than five (5) years. Thereafter, any employment agreement with any member of the Clergy in excess of five (5) years shall provide that it may be terminated by the Congregation at any time by a three-fourths (3/4) vote of those members present and voting at a regular or special meeting of the Congregation.

Section 10

The terms and conditions of the employment contracts of the Clergy shall be determined by the Operating Committee and the essential terms and conditions shall require the approval of the Board of Trustees. The Clergy shall perform all duties incumbent upon and in accordance with their offices as determined by the Board of Trustees as part of their employment contracts. The Clergy, and their families as defined in Section 2 of Article IV hereinabove, shall be non- dues paying and non-voting members of the Congregation.

 

ARTICLE XI. CONGREGATIONAL MEETINGS

Section 1

The Annual Meeting of the Congregation shall be convened each year in May, at such particular date and time as may be fixed by the President. This meeting shall be designated as the Annual Congregational Meeting.

Section 2

The President shall convene special Congregational meetings at the President's discretion, as well as in accordance with the provisions of these By-Laws.

Section 3

Except as provided herein to the contrary, five percent (5%) of those members eligible to vote shall constitute a quorum for all Congregational meetings, as determined by the Administrator or the Board of Trustees.

Section 4

Notice of all Congregational meetings shall be given in writing to every member of the Congregation eligible to vote, which notice shall be given at least fifteen (15) days prior to the date of the meeting.

Section 5

All action at Congregational and Board of Trustees meetings shall be by majority vote, except as otherwise prescribed herein. No voting by proxy shall be permitted.

 

ARTICLE XII. AUXILIARY GROUPS

Auxiliary Groups or societies may be formed with the approval of a majority of the Board of Trustees. All officers and trustees of Auxiliary Groups shall be members. The activities of all Auxiliary Groups shall be conducted in such a manner as will reflect favorably on the Congregation. Any governing instrument or regulations, if any, of all Auxiliary Groups shall be consistent with these By-Laws and the policies of the Congregation and must be submitted to and approved by the Board of Trustees. The Board of Trustees shall have the right to regulate the activities of the Auxiliary Groups. The President and the Rabbi shall be ex-officio members of any Auxiliary Group. 

 

ARTICLE XIII. LOCATION OF SANCTUARY

Any change in the location of the main sanctuary of the Congregation shall require an affirmative vote of two-thirds (2/3) of the eligible members present at a Congregational meeting convened for such specific purpose, with notice of such purpose having been given to the members together with the notice of hearing.

 

ARTICLE XIV. AMENDMENTS

These By-Laws may be amended only in one of the following manners:

(a) A resolution of a majority of the Board of Trustees and subsequent ratification thereof by two-thirds (2/3) of the members present at a Congregational meeting specifically convened for such purpose; or

(b) A resolution of a majority of the eligible members present at an annual or special Congregational meeting and subsequent ratification thereof by a three-quarters (3/4) vote of the Board of Trustees present at the next ensuing meeting of the Board of Trustees.

Notwithstanding which manner an amendment is introduced, notice of the proposed amendment shall be given to the members together with notice of the Congregational meeting.

 

ARTICLE XV. INDEMNIFICATION

The Congregation shall indemnify any person made a party to any action by reason of his or her acting with appropriate authority on behalf of the Congregation, provided that such action has not resulted from such person's having willfully acted outside of the scope of his or her authority or in a grossly negligent manner, fraudulently, maliciously or in bad faith. Such indemnification shall include all reasonable costs and reasonable attorneys' fees. The Board of Trustees shall attempt, where financially practicable, to procure appropriate insurance coverage in order to satisfy the intentions herein.

 

ARTICLE XVI. RULES OF PROCEDURE

Unless otherwise in conflict with these By-Laws, all meetings shall be conducted in accordance with the provisions of the then current edition of Robert's Rules of Order. The Board of Trustees shall designate a parliamentarian from among the members of the Board of Trustees.

 

ARTICLE XVII. EFFECTIVE DATE

These By-Laws shall become effective after approval by the Congregation at the annual meeting following the year it is approved, and shall thereupon supersede the prior Constitution of the Congregation and any other previously adopted matters by the Congregation or the Board of Trustees where such matters are in conflict with these By-Laws.

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