CONSTITUTION of BETH EL SYNAGOGUE OF NEW ROCHELLE, INC.
ARTICLE I
The name of this Congregation shall be
BETH EL SYNAGOGUE OF NEW ROCHELLE, INC.
ARTICLE II
PURPOSE
The object of this Congregation shall be:
(a) To establish and maintain a Synagogue for divine worship and religious observance;
(b) To maintain schools for instruction in Jewish religious doctrine, history and culture;
(c) To provide and maintain facilities for the cultivation of Jewish thought and action; to cultivate social intercourse as a means of fostering Jewish sentiments; to encourage and develop the moral, mental and physical welfare of its members; to strengthen and promote Conservative Judaism; and to own, operate and maintain cemetery property for its members and the Jewish community; and
(d) To promote benevolent and charitable causes.
ARTICLE III
AFFILIATION
The form of ritual shall conform to the tenets of Conservative Judaism and the Congregation shall be affiliated with the United Synagogue of Conservative Judaism.
ARTICLE IV
DURATION
The duration of the Congregation shall be perpetual. In the event that the Congregation shall be dissolved, its assets shall be transferred to another Jewish synagogue or Jewish charity or charities approved by the Congregation.
ARTICLE V
MEMBERSHIP
SECTION 1
Any family unit that includes or consists of an adult of the Jewish faith may join this Congregation. Each adult in the family unit who is of the Jewish faith and who subscribes to the objectives of this Congregation and its Constitution shall be eligible for membership in the Congregation.
SECTION 2
Any person eligible for membership in this Congregation and who desires to become a member of this Congregation shall submit to the Board of Trustees, or its designee, a written application for membership for his or her family unit. If accepted by said Board, and upon compliance with the other provisions of this Constitution, the applicant shall be deemed a member of the Congregation. Two adult partners within a family unit who are equally eligible for membership, shall, upon acceptance, each be deemed a member in his or her own right with full membership privileges. Only a family unit consisting of one adult individual is eligible to join as a single.
SECTION 3
Members in good standing shall enjoy the following privileges:
(a) To attend all meetings of the congregation;
(b) To have a voice and vote in all such meetings; and
(c) To hold office in the congregation.
All adults in a member family unit that is in good standing shall have the following privileges:
(a) To attend all meetings of the congregation;
(b) To have a voice in all such meetings.
SECTION 4
At all meetings of the Congregation, all questions, elections and motions, unless otherwise provided, shall be determined by the vote of a majority of members in good standing then present. All voting shall be by a show of hands except that upon request of any member in good standing, voting shall be by closed ballot. Neither absentee voting nor voting by proxy shall be permitted except as specifically authorized by the Religious Corporations Law or the Not-for-Profit Corporation Law of the State of New York, as either or both may be applicable to the matter upon which such vote is being taken.
SECTION 5
(a) Meetings: The Annual Meeting of the Membership shall be held in May of each year on such day during said month as may be set by the Board of Trustees. In addition a Semi-Annual Meeting of the Membership shall be held in December of each year on such day as may be set by the Board of Trustees.
(b) Special Meetings: A special Meeting may be called at any time by the President. A Special Meeting shall be called by the President, upon the written request of thirty (30) members in good standing or ten (10) Trustees. The request shall state the purpose of the meeting. Such meeting shall be held not later than 14 days from receipt of such request.
(c) Notice of Meetings: Notice of all membership meetings shall be given to the entire membership no less than ten (10) days nor more than thirty (30) days prior to the meeting. Such notice shall be given by e-mail or by any other electronic means employed by the Congregation. Notice shall be given by postal mail to those members who (i) do not provide the Congregation with an e-mail address or (ii) elect to receive notices by postal mail. Each meeting notice shall state the items of business to be considered at such meeting. Notice for the Annual Meeting shall also state the following:
1. The nominating committee’s proposed slate of Officers and Trustees.
2. Independent nominations for Officers and Trustees.
3. The Board of Trustees’ determinations as to changes in dues, tuition and other charges for the ensuing fiscal year.
(d) Quorum: One Hundred (100) members in good standing, entitled to vote, or one-tenth of the members entitled to vote, whichever is less, shall constitute a quorum for the Annual Meeting or for any other meeting of the Congregation.
(e) Location: All meetings of the Congregation shall be held in the principal building of the Congregation in the City of New Rochelle.
ARTICLE VI
TRUSTEES
SECTION 1
The administration of the affairs of the Congregation is and shall be vested in a Board of Trustees consisting of thirty-six (36) members.
SECTION 2
The Trustees shall have the custody and control of all the property, both real and personal, belonging to the Congregation and of the revenues there from, and shall administer the same in accordance with the provisions of law for the support and maintenance of the Congregation. They shall not use such property or revenues for any other purpose or divert the same from such uses unless the Congregation shall, in compliance with the Religious Corporations Law, authorize the use of said property or revenues for some other religious, charitable or educational purpose. The Trustees may retain, invest and reinvest all or part of the properties of the Congregation or may deliver same in trust to designated Trustees and custodians within the limits and subject to the regulations and restrictions contained in the Religious Corporation Law of the State of New York.
SECTION 3
A. The members of the Board of Trustees shall be divided into three (3) classes of twelve (12) each, so that the terms of one-third of the Trustees shall expire in successive years. The successors of the several Trustees shall be elected at the annual general meeting of the Congregation for terms of three (3) years, provided, however, that whenever a vacancy occurs in the office of any Trustee, the Board shall fill the vacancy by appointment until the next annual (May) meeting of the Congregation, at which a successor shall be elected for the unexpired balance of the term.
B. In order to perpetuate the election of new members to the Board of Trustees, at least two (2) of the candidates nominated for election as Trustees each term shall not have served two or more years previously; provided, that if, in the opinion of a majority of the members of the Nominating Committee then serving, it shall not be feasible or desirable in any given year to recruit two (2) such candidates who are suitable for election, then the Nominating Committee shall be free to nominate candidates considered suitable regardless of prior experience.
SECTION 4
The office of any Trustee absent from three successive regular meetings of the Board of Trustees without cause satisfactory to the Board may be declared vacant by the Board by the concurring vote at any meeting thereafter of the Board of at least two-thirds of the Trustees present and voting thereon, after notice to such trustee, as hereinafter provided.
The holding of the office of Trustee or any other office in the Congregation shall cease upon termination of membership therein.
SECTION 5
The Board of Trustees shall keep accurate records of its proceedings on file in the office of the Congregation in a file marked “Minutes of Trustees’ Meetings.” Any member shall have the right to examine such file and to make and keep a copy of any minutes of the Board.
SECTION 6
The regular meeting of the Board of Trustees shall be held monthly, September through June, on the second Monday of each month, except as the Board may otherwise determine from time to time. The December meeting of the Board of Trustees may, in the discretion of the Board, be held on the same date as the Semi-Annual Meeting of the Membership of the Congregation which is conducted in December. The May meeting of the Board of Trustees may, in the discretion of the Board, be held on the same date as the Annual Meeting of the Membership of the Congregation which is conducted in May.
SECTION 7
Special meetings of the Board of Trustees may be called by the President whenever, in his or her discretion, he or she deems it necessary, and must be called by him or her at the written request of five (5) members of the Board of Trustees. Said request shall state the purpose of the meeting. In the event that the President fails to issue a call for this special meeting within three (3) days after being requested to do so, any other officer may issue such call.
SECTION 8
No business shall be transacted at a special meeting of the Board of Trustees other than that stated in the call. Notice of such special meeting and its purpose shall be given by e-mail or by any other electronic means employed by the Congregation. Notice shall be given by postal mail to those members of the Board of Trustees who (i) do not provide the Congregation with an e-mail address or (ii) elect to receive notices by postal mail , sent not less than three (3) days prior to such meeting. Anything in this Section 8 to the contrary notwithstanding, the President may, either through oral communication or by e-mail or by any other electronic means employed by the Congregation, call for a special meeting on less than three (3) days notice. Such communication shall state the purpose for which the meeting is called and no other business shall be transacted thereat.
SECTION 9
At all meetings of the Board of Trustees, regular and special, a quorum for the transaction of business shall consist of one third (1/3) of all Trustees, but a lesser number may adjourn the meeting from day to day without notice other than an announcement at the meeting until a quorum is obtained, and at any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
SECTION 10
On or before the thirtieth day of June of each year the Board of Trustees shall approve and adopt an annual budget for the next fiscal year, and thereafter the Board’s approval shall be necessary for any expenditure in excess of Two Thousand ($2,000.00) Dollars not contained in the said budget.
SECTION 11
The annual membership dues, assessments, tuition (including but not limited to tuition for Religious School, Nursery School and summer camp) and any charges for the Building Fund shall be established by the Board of Trustees for the ensuing fiscal years. Dues shall be payable on July 1 and shall include members’ tickets for High Holy Day Services. Tuition shall be due and payable upon enrollment.
SECTION 12
The Board of Trustees, in its discretion and from time to time, may establish categories of membership requiring differing schedules of annual dues and charges and requiring different locations and assignments of High Holy Day seats.
SECTION 13
The Board of Trustees, in its discretion and from time to time, may establish different dues schedules for widows, young persons, elderly persons, retired persons, disabled persons, and others.
SECTION 14
The Board of Trustees, in its discretion and from time to time, may establish Sustaining Memberships and/or Honorary Memberships, which shall not carry voting rights, High Holy Day seating privileges, nor any other privileges afforded to members, except as otherwise determined by the Board of Trustees. Members of such classes shall not hold office or serve on the Board of Trustees.
SECTION 15
The Board of Trustees, in its discretion and from time to time, acting through its designee, may waive, remit, or otherwise adjust, all or any part of any dues, tuition, or other fee or charge, upon a confidential showing of circumstances making it an undue hardship for a member to meet such charges; it being the intention of this Congregation that no person, otherwise qualified, shall be denied affiliation solely by his or her difficulties in meeting the financial obligations of membership.
SECTION 16
Dues shall be due and payable on the first day of the fiscal year. If any member’s dues and/or other charges remain unpaid for six (6) months after the same become due, and a payment plan for the amounts due has not been agreed upon by the Board of Trustees or its designee by such date, then the Financial Secretary or his/her designee shall send a written notice to such member calling his or her attention to the delinquency and requesting immediate payment thereof. If payment is not received within thirty (30) days after such notice has been sent, or a payment plan for the amounts due has not been agreed upon by the Board of Trustees or its designee, then the Financial Secretary may report said delinquency to the Board of Trustees, acting through its designee, for such further action as it may deem advisable, including a finding that the member is not in good standing, a suspension of membership or removal from membership without further notice.
ARTICLE VII
ELECTION OF TRUSTEES AND OFFICERS
SECTION 1
Only members in good standing shall be eligible to serve as a Trustee, an elected Officer, an Honorary Trustee, and/or an Honorary Officer, as herein provided.
(a) Any person who has served as a Trustee for six (6) consecutive years shall be ineligible for reelection; provided, however, that the period of time during which a Trustee has served as an Officer of the Congregation shall be excluded from the determination of the six (6) consecutive years stipulated herein, and that after service as an Officer of the Congregation, the Trustee shall be eligible to serve two consecutive terms of three years each, following the expiration of his or her existing term as a Trustee. Eligibility for reelection as a Trustee shall be restored after either:
(1) such person shall not have been a Trustee for one (1) full year, or
(2) until the regular election of Trustees and Officers taking place at the Annual May Congregational meeting subsequent to the expiration of such person’s six (6) consecutive years of service as a Trustee, whichever occurs first.
(b) A member and spouse may not serve concurrently as a Trustee.
(c) The Board of Trustees may from time to time bestow the title of Honorary Trustee or Honorary Officer upon a member in good standing who has previously served as a Trustee or Officer, respectively. The title of Honorary President will automatically be bestowed upon any former President upon completion of at least a one-year term in office unless such President was removed from office pursuant to Article XIII. Any person elected an Honorary Trustee or Honorary Officer shall serve in such capacity for life or until such time as said Honorary Trustee or Honorary Officer shall either resign, cease to be a member of the Congregation, or be removed by a vote of the Board of Trustees. Honorary Trustees and/or Honorary Officers shall have the privilege of voice only, and not the privilege of vote in these capacities. Honorary Trustees shall be regarded as members of the Congregation and not as members of the Board of Trustees for the purpose of serving on the Nominating Committee.
SECTION 2
The officers of the Congregation shall be a President, an Executive Vice-President, at least two, but no more than three, additional Vice-Presidents, a Treasurer, a Financial Secretary and a Recording Secretary. The office of Executive Vice-President is separate and distinct from any other Vice Presidents serving as officers. Only those members of the Congregation who have served as members of the Board of Trustees for a minimum period of two (2) years, either currently or in the past, shall be eligible for nomination to Congregational Office. Those so nominated, not currently members of the Board of Trustees, shall be simultaneously nominated to the Board, and only if elected to that Board, shall be eligible for election as an Officer of the Congregation. If the office becomes vacant for any reason, it shall be filled by the Board of Trustees by electing one of its eligible members for the balance of the remaining term.
SECTION 3
All Officers of the Congregation shall be eligible for reelection subject to the limitations and provisions set forth below:
(a) Any person who has served as President or Executive Vice-President for three (3) consecutive years shall be ineligible for reelection to that office.
(b) Any person who has served as any Vice-President for six (6) consecutive years shall be ineligible for reelection to that office.
(c) Any person who has served as Treasurer for six (6) consecutive years shall be ineligible for reelection to that office.
(d) Any person who has served as Financial Secretary for six (6) consecutive years shall be ineligible for reelection to that office.
(e) Any person who has served as Recording Secretary for three (3) consecutive years shall be ineligible for reelection to that office.
(f) Eligibility for reelection to any office previously held shall be restored after either (1) absence from the specific office for one (1) full year, or (2) until the regular election of Officers taking place at the Annual May Congregational meeting subsequent to the expiration of the maximum consecutive number of years such Officer can hold that specific office hereunder, whichever occurs first.
SECTION 4
Only such candidates for the elective offices of the Congregation shall be eligible whose names have been presented to the Board of Trustees by a Nominating Committee as provided herein, or who have been nominated for office as elsewhere contained in this Article. The Nominating Committee shall consist of seven (7) members plus two (2) alternates, all of whom shall be elected as hereinafter provided:
(a) Three (3) members and one (1) alternate shall be elected at the regular Semi-Annual meeting of the Congregation to be held in December of each year. All nominations for this Committee shall be made from the floor of the meeting, immediately preceding the election of such Committee; provided however, that, at the time of their nomination, the consent of the persons nominated to serve, if elected, shall have been obtained. Notice of this meeting shall be given to the Congregation at least ten (10) days before the date of the meeting. Notice shall be given by e-mail or by any other electronic means employed by the Congregation. Notice shall be given by postal mail to those members of the Congregation who (i) do not provide the Congregation with an e-mail address or (ii) elect to receive notices by postal mail. Every nominee must be a member in good standing, who is not a member of the Board of Trustees or a spouse of an incumbent Officer or of a Trustee eligible for reelection. Voting shall be by closed ballot. The three (3) nominees receiving the greatest number of votes cast shall be elected members of the Nominating Committee; the nominee receiving the fourth greatest number of votes cast shall be the alternate.
(b) Four members and one alternate shall be elected at the regular meeting of the Board of Trustees to be held in November of each year. Notice of this meeting shall be mailed to the Board of Trustees at least ten (10) days before the date of the meeting. Notice shall be given by e-mail or by any other electronic means employed by the Congregation. Notice shall be given by postal mail to those members of the Congregation who (i) do not provide the Congregation with an e-mail address or (ii) elect to receive notices by postal mail. Nominations of Trustees for this Committee shall be made from the floor of the meeting immediately preceding the election of such Committee; provided however, that, at the time of the nominations of the candidates from the floor, the consent of each nominee to serve, if elected, shall have been obtained. Every nominee must be a member of the Board of Trustees. No Trustee eligible and desirous for reelection, no incumbent Officer, or the spouses of such persons, shall be eligible to serve on the Nominating Committee. Voting shall be by closed ballot. The four (4) nominees receiving the greatest number of votes cast shall be elected members of the Nominating Committee; the nominee receiving the fifth largest number of votes cast shall be an alternate. The President shall designate the Chairperson of the Nominating Committee from among the members elected from the Board of Trustees.
(c) No person serving on the Nominating Committee, or as an alternate, shall himself or herself be nominated; nor shall the spouse of such person be nominated.
(d) The seven members of the Nominating Committee shall have the privilege of voice and vote; alternate members, voice only. An alternate shall become a voting member of the Nominating Committee when a member for which he or she is a designated alternate is absent. He or she may also become a permanent replacement upon the resignation or the removal for continued failure to attend, of an elected member of the Committee. In such event the alternate non-Trustee shall replace an elected non-Trustee only; and the alternate Trustee shall replace a Trustee only. If further replacements are necessary, the Nominating Committee, by majority vote, may elect a replacement for any member of the Committee unable or unwilling to serve, provided that only a Trustee shall replace a Trustee member of the Nominating Committee and only a non-Trustee shall replace a Non-Trustee member of the Nominating Committee. If the Chairperson of the Nominating Committee is unable or unwilling to serve, the President shall designate the successor Chairperson from among the members elected from the Board of Trustees.
(e) The Nominating Committee shall notify the Board at the regular March meeting of the Board, of the candidates nominated by it for Trustees and Officers of the Congregation. Thereafter, and at least twenty (20) days, exclusive of the date of mailing, prior to the date of the April meeting of the Board of Trustees, the Secretary shall notify all members of the Congregation by appropriate notice in writing, of the names of all candidates already nominated by the Nominating Committee, and also of their right to nominate candidates as prescribed herein. Notice shall be given by e-mail or by any other electronic means employed by the Congregation. Notice shall be given by postal mail to those members of the Congregation who (i) do not provide the Congregation with an e-mail address or (ii) elect to receive notices by postal mail. (f) Candidates may also be nominated and designated by the members of the Congregation, provided such candidates shall be nominated by a written petition signed by not less than twenty (20) members in good standing and filed with the Secretary not later than twelve (12) o’clock noon on the day of such April meeting of the Board of Trustees. Such petition shall be on a form obtained from the Secretary no less than two (2) days after the mailing described in subparagraph (e) herein above. If the Secretary should be unavailable, the Executive Director may issue and/or receive such petitions on his or her behalf.
(g) No person shall be nominated as Trustee or for any Congregational office without his or her prior consent.
(h) Thereafter the Board shall, in its notice of the annual (May) meeting, notify all members of the names of the candidates nominated and designated for office, which notice shall indicate the office to which the named candidates are nominated, and shall indicate whether such nomination was by the Nominating Committee or by petition. The candidate receiving a plurality of the votes cast for a single office or those candidates equivalent in number to the number of Trustees to be elected who shall receive the largest number of votes cast for Trustees, shall be declared elected. Such Officers and Trustees shall serve from the time of their induction until their duly elected successors are inducted into office, which induction shall take place no later than thirty (30) days after election. Unless nominated as hereinbefore set forth, no member shall be eligible for election to office in the Congregation.
SECTION 5
Upon failure to elect the required number of Trustees or Officers at the Annual Meeting, a special meeting of the Congregation shall be held at a time designated by the Board for the purpose of completing the election upon notice thereof given to every member at least ten (10) days prior thereto.
SECTION 6
At each general meeting and at each special meeting of the Congregation, three inspectors of election shall be appointed by the President when required. It shall be their duty to tabulate and announce the votes cast for candidates for an elective office and upon any matter before the Congregation decided by ballot.
SECTION 7
In case of a vacancy in the office of the President, the Executive Vice-President shall immediately succeed to the office of President.
SECTIoN 8
In case of a vacancy in any office other than President, the Board of Trustees shall elect one of its members to fill the vacancy for the unexpired term of any such office.
ARTICLE VIII
DUTIES OF OFFICERS
SECTION 1
The President: The President shall serve as Chief Executive Officer of the Congregation; shall preside at all meetings of the Congregation and the Board of Trustees; shall appoint and may remove the Chairperson of any committee unless otherwise prescribed; sign all deeds, contracts and other documents to be executed for and on behalf of the Congregation; and carry into effect all resolutions of the Board of Trustees and of the Congregation and generally perform all of the duties incidental to his or her office. The President shall also supervise the execution of the rules, regulations and daily operations of the Congregation, and shall appoint a Legal Counsel to the Congregation to render advice on legal matters affecting the Congregation. The President shall be a member ex-officio of all committees except the Nominating Committee, shall enforce the Constitution, and shall call meetings of the membership and the Board of Trustees in accordance with the Constitution. The President shall, from time to time, establish and delineate the areas of responsibility among the three Vice-Presidents.
SECTION 2
Executive Vice-President: The Executive Vice-President shall act generally to assist the President in the discharge of his or her duties. The Executive Vice-President shall coordinate the work of all committees and obtain periodic reports from such committees. The Executive Vice-President shall perform the duties and exercise the powers of President during the absence or incapacity of the President.
SECTION 3
Vice-Presidents: Each Vice-President shall be a member ex-officio of every committee within the areas assigned to him or her.
SECTION 4
Recording Secretary: The Recording Secretary shall record and keep the minutes of the meetings of the Board of Trustees and of the Congregation; have custody of the seal of the Congregation and affix it as directed; cause notices of all meetings of the Board and of the Congregation to be given as required; and cause all reports and documents to be kept or filed as required by law.
SECTION 5
Treasurer: The Treasurer or his/her designee shall: supervise a correct account of all receipts and expenditures, which shall at all times be open to the inspection of the Board of Trustees and the Audit and Finance Committee; be responsible for all books, documents and vouchers pertaining to the financial affairs and securities of the Congregation, subject to examination of the Board of Trustees and/or the Audit and Finance Committee; supervise the collection of all rents, dues, taxes, and assessments for pews and seats and all other monies which shall from time to time be payable to the Congregation; supervise the maintaining of an ongoing inventory of all physical assets and properties of the corporation; supervise the receipt of all monies, and shall deposit the funds of the Congregation in its name in such banks or trust companies as shall be designated by the Board of Trustees; and, subject to the Board of Trustees’ discretion, invest such monies as are held in trust by the Congregation, or which belong to it, in first mortgages on improved real estate, or in such other securities in which savings banks may invest under the laws of the State of New York. Notwithstanding the foregoing, any such investments must be such as a prudent person would make, taking into account the fiduciary responsibility to the Congregation. The Treasurer shall prepare and submit to the Board of Trustees quarterly reports and to the Congregation an annual report concerning the finances of the Congregation; shall act in a controller supervisory capacity with reference thereto; and shall submit to the Board of Trustees data regarding the proposed budgets of the Congregation. The Treasurer shall also serve as the Chair of the Audit and Finance Committee.
SECTION 6
Financial Secretary: The Financial Secretary shall be a member of the Audit and Finance Committee. The Financial Secretary shall: supervise the notification of members in arrears as specified in this Constitution; work in collaboration with the Treasurer in carrying out his or her duties; and be a member ex-officio of every committee within the areas assigned to him or her.
SECTION 7
Records: All records of or pertaining to the Congregation kept by or in the possession of the Officers, Trustees, committees or officials, shall be the property of the Congregation and shall be available to every Trustee for examination.
SECTION 8
Additional Duties: In addition to their duties and powers elsewhere herein set forth, the Officers shall have such other duties and powers, not inconsistent with this Constitution, as may be conferred on them by the Board of Trustees or the members or as may be necessary or incidental to their respective offices. They shall be subject to the direction and control of the Board.
ARTICLE IX
EXECUTIVE COUNCIL
(a) The Executive Council shall consist of the following: all incumbent Officers of the Congregation; all Honorary Presidents willing and able to serve; one (1) at-large member of the Board of Trustees appointed by the President for a term of one (1) year; one (1) at-large member of the Board of Trustees elected by the Board at the first regularly-scheduled meeting of the Board after such position becomes vacant, for a term of one (1) year; the Executive Director then employed and serving in that capacity, “ex-officio” and non-voting; and the Legal Counsel to the Congregation appointed by the President and then serving in that capacity, “ex officio” and non-voting.
(b) The function of the Executive Council shall be to consider with and advise the Board of Trustees on matters affecting the good and welfare of the Congregation. The Executive Council shall investigate grievances and complaints and report thereon to the Board of Trustees. The Executive Council shall hear and determine such matters as the Board may refer to it for such purpose, and shall have such other functions and powers as the Board may assign it. The President or his or her designee shall report regularly to the Board of Trustees the recommendations of the Executive Council.
(c) The Executive Vice President (or if not in attendance, another designated vice president) shall present to the Board of Trustees a brief oral or written summary of the most recent Executive Council meeting preceding the meeting of the Board of Trustees.
ARTICLE X
COMMITTEES
SECTION 1
The Committees of the Congregation shall consist of the Nominating Committee, the Standing Committees, and the Special Committees. The members of said Committees shall serve until the Annual Meeting of the Congregation following their respective appointments or until their respective successors have been appointed and qualified, except as otherwise provided herein. No Committee may, without the approval of the Board of Trustees, incur any disbursement or indebtedness on behalf of the Congregation beyond the budget fixed for it by the Board of Trustees.
SECTION 2
Each Standing Committee shall have, in addition to its powers and duties herein set forth, such other powers and duties as are customarily incidental or necessary thereto: but any and all of its powers and duties may be changed from time to time by the Board of Trustees and all its activities shall be subject to direction and control by the Board.
SECTION 3
Except as otherwise determined by the Board of Trustees, the President shall determine the number of persons, not fewer than three, constituting each Standing Committee, may appoint its members, and shall appoint its chairperson.
SECTION 4
The Special Committees shall be such and shall respectively have such functions, personnel and tenure, and be so constituted, as may be determined from time to time by any of the following: the President, the Board of Trustees, or the Congregation. The President shall appoint the members and the chairperson of each Special Committee, except as otherwise determined by the Board or the Congregation.
SECTION 5
The Standing Committees shall consist of the following, together with such others as may be established by the Board of Trustees:
(a) Cemetery Committee,
(b) Audit and Finance Committee,
(c) Maintenance Committee,
(d) Membership Committee,
(e) Ritual Committee,
(f) Religious School Board,
(g) Nursery School Board
(h) Youth Activities Committee,
(i) Israel Affairs Committee,
(j) Limmud Adult Education Committee,
(k) Endowments Committee,
(l) Inter-Religious Council Committee, and
(m) Human Resources Committee.
SECTION 6
The Cemetery Committee shall manage and care for all property owned or used by the Congregation for cemetery purposes and shall be in charge of and attend to the sale of cemetery plots or the granting of burial rights and all matters pertaining to interment. Any and all property owned or used by the Congregation for cemetery purposes may or shall be sold, maintained or used, only to such extent and on such conditions as the Board of Trustees may determine, and all matters, rules and regulations pertaining to interment or the granting or exercise of burial rights therein or with respect thereto as shall be prescribed by the Board of Trustees.
SECTION 7
The Audit and Finance Committee shall supervise the finances of the Congregation, including supervision of collection of all dues and fees and notification of members in arrears; examine and audit all bills and vouchers; consider and recommend to the Board of Trustees a budget for the Congregation and methods of raising funds and improving the finances of the Congregation; and oversee all insurance policies. The Treasurer shall be the Chair of this committee and the Financial Secretary shall be a member of this committee.
SECTION 8
The Maintenance Committee shall be in charge of, regulate and attend to the use, care, maintenance and operation of all physical property, except cemetery property, of the Congregation, and shall supervise the maintenance personnel employed in connection therewith.
SECTION 9
The Membership Committee shall endeavor to promote the new membership of the Congregation and the retention of current members. It shall investigate applications for membership, delinquencies and resignations.
SECTION 10
The Ritual Committee shall be in charge of planning and supervising all activities and services of a religious nature carried on by or affecting the Congregation, provided, however, that any matter involving the ritual to be used, or requiring an interpretation to be followed, shall be in accordance with the tenets of traditional Judaism, as interpreted by the Conservative Movement, with final interpretation made by the Rabbi of the Congregation.
SECTION 11
The Religious School Board shall set policy and supervise the Religious School and allied activities; shall be responsible for the curriculum; and shall recommend the employment or dismissal of the personnel of the school.
SECTION 12
The Nursery School Board shall set policy and supervise the Nursery School and allied activities; shall be responsible for the curriculum; and shall recommend the employment or dismissal of the personnel of the Nursery School.
SECTION 13
The Youth Activities Committee shall supervise, sponsor and conduct programs and affairs of a social or recreational nature for the youth of the Congregation in its Synagogue and Community Center work, promoting fraternization among the membership, holiday festival observances, and the general welfare and interests of youth. The Committee shall recommend the employment and dismissal of the Youth Activities Director and of such other personnel as required; and shall make recommendations regarding their tenure and compensation.
SECTION 14
The Israel Affairs Committee shall promote the dissemination of information on and Congregational interest in Israel affairs, and shall encourage Congregational support of those programs and activities affecting the mutual interests of the State of Israel and the American Jewish Community, appropriate to the functions of this Congregation.
SECTION 15
The Limmud Adult Education Committee shall be in charge of, conduct and promote all matters and activities pertaining to the Jewish religious and cultural education of adults.
SECTION 16
The Endowments Committee shall be in charge of, conduct and promote all programs of endowments and memorials and shall report to the Audit and Finance Committee.
SECTION 17
The Inter-Religious Council Committee shall serve as liaison between the Board of Trustees and the Inter-Religious Council of New Rochelle and shall represent the Congregation in the business and programs of the Inter-Religious Council.
SECTION 18
The Human Resources Committee shall be responsible for the evaluation of the performance of clergy and professional staff employed by the Congregation. The Human ResourcesCommittee shall organize appropriate search committees to fill any vacancies in any of the foregoing positions that may arise from time to time; and shall negotiate employment terms, including compensation, and perform or supervise employment reviews of the foregoing clergy and professional staff. No individual holding any of the foregoing positions shall be removed without the consent of the Board of Trustees, and neither shall any of the foregoing positions be eliminated or created without the consent of the Board of Trustees.
ARTICLE XI
DISBURSEMENT OF FUNDS
SECTION 1
Funds of the Congregation shall be deposited in the name of the Congregation in such bank, banks or trust companies as the Board of Trustees, or its designee shall designate, providing same are insured by the FDIC, and shall only be withdrawn there from upon checks, drafts or other instruments for the payment of money signed by any two (2) Officers signing jointly and upon the basis of a proper voucher. Payroll account checks may be signed by two (2) persons designated by the Board of Trustees, or its designee, for that purpose.
ARTICLE XII
RABBI
SECTION 1
The Rabbi shall be elected by the members at the annual meeting of the Congregation or at a special meeting called for that purpose, for such term and upon such conditions as may be agreed upon, authorized and reduced to a writing signed by both parties. No person shall be eligible to serve as Rabbi unless he or she is duly ordained. The Rabbi shall profess and observe the tenets of Conservative Judaism.
SECTION 2
At least three months prior to the annual meeting of the Congregation, wherein the election of a Rabbi is required, or upon resignation, retirement or removal of the Rabbi at any time prior to such meeting, the President, with the approval of the Board of Trustees, shall appoint a committee to investigate and report to the Board of Trustees upon suitable candidates. Thereafter the Board of Trustees shall render its advice and recommendation to the Congregation for its vote.
SECTION 3
The Rabbi may be retired, suspended or removed, and any unexpired contract for his or her services may be cancelled by the Congregation, by the vote of two-thirds of the members present and voting at any meeting of the Congregation. If suspension or removal shall be without just cause, payment may be made of such sum for which the Congregation may be found legally obligated to pay.
SECTION 4
The Rabbi shall be the spiritual leader of the Congregation. He or she shall serve its religious, educational, spiritual and pastoral needs. The Rabbi shall be the final arbiter in all matters of ritual and observance. The Rabbi shall have the overall responsibility of implementing the religious aims and objectives of the Congregation. The Rabbi shall at all times enjoy the freedom of the pulpit, which is the regular place from which the Rabbi preaches during the worship services. A guest shall occupy the pulpit only with the approval of the Rabbi. The Rabbi shall confer with the Board of Trustees or any special committee or committees which may be set up for this purpose, to determine the views of the Congregation.
SECTION 5
The Rabbi shall supervise all religious services and rites; he or she shall also act as consultant to the educational programs of the Synagogue. The Rabbi shall be a member of the Ritual Committee.
ARTICLE XIII
DISCIPLINE
SECTION 1
An Officer may be removed from office, and a Trustee removed from the Board of Trustees, and an Honorary Officer or Honorary Trustee may have his or her honorary title rescinded for a willful violation of this Constitution, for gross misconduct in office, for conduct unbecoming a member of the Congregation or for the commission of acts of moral turpitude.
SEcTION 2
Except as otherwise contained herein, no Officer or Trustee shall be removed from office except upon written notification of charges and specifications preferred against him or her and upon the concurring vote of at least two-thirds of the members of the Board of Trustees present and voting, at a meeting of the Board upon the motion to remove from office, on such condition and in such manner as the Board may determine; provided that written notice of the charge against such person shall be mailed personally or delivered to him or her at least five (5) days before the meeting at which such charge is to be considered, and he or she shall be permitted to appear and defend himself or herself at such meeting. All mailed communications herein required shall be by Registered or Certified Mail, return receipt requested.
ARTICLE XIV
RULES OF ORDER
SECTION 1
Rules of procedure at all meetings of the Congregation, Board of Trustees and Committees, both Standing and Special, shall be those set forth in Robert’s Rules of Order, except as otherwise expressly provided herein.
ARTICLE XV
NOTICES
SECTION 1
Unless otherwise provided herein, all notice by e-mail or other electronic means as are then employed for communication of notices shall be deemed served when same have been delivered by such electronic means to such members at such e-mail or electronic address as appears in the books and records of the Congregation. For those members who do not provide the Congregation with a valid e-mail address or who elect to receive notices by postal mail, all notice shall be deemed served when same have been mailed, with proper postage affixed, to the addressee at such address as appears in the books and records of the Congregation. Notice of any meeting need not be given to a person entitled thereto who shall be present at such meeting or shall waive such notice.
ARTICLE XVI
AMENDMENTS
SECTION 1
This Constitution may be amended at any regular or special meeting of the Congregation by a two-thirds vote of the members present and voting, provided that the proposed amendments shall have been previously submitted in writing and read and approved at the last preceding regular or special meeting of the Congregation, and provided further that written notice shall have been given to all members at least five (5) days in advance of the date of each meeting when such amendments are to be voted upon, notifying such members that at such meeting a proposal to amend the Constitution is to be voted upon. Said notice shall include a copy of said amendments.
ARTICLE XVII
GENERAL
SECTION 1
No person shall have any beneficial interest in the assets or property of the Congregation.
SECTION 2
A person may at any time resign from the Congregation or from any office in the Congregation held by him or her by written notice sent by him or her to the Congregation, but such resignation shall not affect any obligations then existing of that person to the Congregation.
ARTICLE XVIII
SAVING CLAUSE
SECTION 1
If any provision of this Constitution or the application of any part thereof to any person or circumstances shall be held or found to be invalid or limited in application by reason of any applicable law or regulation, the validity of the remainder of this Constitution and the applicability of such part thereof to other persons or circumstances shall not be affected thereby.
SECTION 2
Any term in the masculine gender herein shall be deemed to include the feminine gender.
SECTION 3
All Trustees and Officers in office at the time of the adoption of this Constitution shall continue in office for the remainder of their respective original terms of office, subject to this Constitution.
SECTION 4
The terms of all elected Trustees and Congregational Officers shall end on June 30th or when their successors are inducted as provided herein.
ARTICLE XIX
INDEMNIFICATION
(a) No Trustee or Officer shall be personally liable for monetary damages for any action taken or failure to take action unless such trustee has breached or failed to perform the duties of his or her office and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
(b) Any person, including but not limited to trustees, officers, employees and agents, their heirs, executors and administrators, shall be indemnified and saved harmless out of the assets of the corporation from and against all actions, costs, charges, losses, damages and expenses which they shall or may incur or sustain by reason on any act done, concurred in or committed in or about the execution of their duty, or supposed duty, in their respective positions, provided, however, that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted self-dealing, willful misconduct or recklessness.
(c) The indemnification and advancement of expenses provided by, or granted to, this article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. This right to indemnification is not intended to exclude other rights of such persons under the law.
ARTICLE XX
FORMER CONSTITUTION
The former Constitution of this Congregation was repealed effective July 1, 1974. The current Constitution of this Congregation was adopted in May 1974; became effective July 1, 1974; was duly amended December 18, 1978; May 19, 1992; May 16, 1996; February 11, 2003; May 22, 2006; May 18, 2009; December 15, 2014; and in its present form on February 25, 2015.
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