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Congregation Brothers of Israel

L'dor Vador—From Generation to Generation since 1883
לדור ודור

APPROVED AT MAY 2015 ANNUAL MEETING
AMENDED AND RESTATED CONSTITUTION AND BYLAWS
OF CONGREGATION BROTHERS OF ISRAEL
a Pennsylvania and New Jersey Religious Corporation


ARTICLE I:  NAME AND AFFILIATION
Section 1.  The name of the Congregation shall be Congregation Brothers of Israel. This is to be understood as a continuation of the Hebrew, Achenu B'nai Yisrael. 
Section 2.  The Congregation shall be affiliated with the United Synagogue of Conservative Judaism.
Section 3.  The Congregation shall abide by the precepts of Conservative Judaism. 

ARTICLE II:  RESERVED

ARTICLE III:  MEMBERSHIP: RIGHTS, OBLIGATIONS AND PRIVILEGES
Section 1.  Any person of the Jewish faith having attained the age of eighteen (18) years, who stands with good moral character at the time of his or her application, shall be eligible for membership.
Section 2.  Any person desiring to become a member shall submit a written application to the Membership Committee in such form as approved by the Membership Committee. The application shall be recorded at a duly convened meeting of the Board of Trustees.  Such application may be acted upon at the meeting in which the application was recorded. The Board of Trustees shall act by voting on the acceptance or rejection of the application by majority vote of those present.
Section 3. There shall be such categories of membership in this Congregation as determined by the Board of Trustees.
Section 4: Rights of Membership.
Each member shall have the following rights:
1. To attend all annual and special meetings of the Congregation as provided for in Article VIII of this Constitution and Bylaws (“Constitution”);
2. To comment and cast a vote upon the business conducted at all meetings of the Congregation as provided for in Article VIII of this Constitution;
3. To be eligible to serve on any committee of the Congregation;
4. To be eligible for consideration as a trustee;
5. To be eligible for consideration as an officer;
6. To worship in a manner consistent with the Jewish faith;
7. To enroll his/her/their children in the religious school of the Congregation and to have his/her/their children become b’nai mitzvah and be confirmed, subject to any rules, regulations, limitations or qualifications established by the Board of Trustees;
8. To receive the services of the Congregation’s clergy, without cost;
9. To purchase from the Congregation burial lot or lots in a cemetery owned by the Congregation or in which the Congregation shall have a right to internment upon such terms and conditions as may be established by the Board of Trustees; 
10. To receive all publications and communications of the Congregation and to receive a copy of the Constitution of the Congregation;
11. To receive tickets for seating at High Holiday Services, subject to any rule, regulation, limitation or qualification established by the Board of Trustees; and
12. To any other privilege which may be conferred by the Board of Trustees.
Section 5: Termination or Suspension of Membership for Non-Financial Reasons.
(A) A person’s membership may be suspended or terminated, at the discretion of the Board of Trustees, upon two-thirds (2/3) vote of those present at any duly called or scheduled meeting of the Board of Trustees, provided a quorum is present, for any conduct or cause which, in the good faith opinion of the Board of Trustees, is adverse to the interests of the Congregation or the Jewish community.
(B) The Recording Secretary shall provide the affected member(s) with at least fifteen (15) calendar days written notice, by certified mail, of the date, time and place of the meeting of the Board of Trustees at which suspension or termination of membership privileges will be considered and the reason(s) for consideration of suspension or termination.
(C) The affected member(s) shall have the right to address the Board of Trustees at such meeting; provided, however, that the affected member(s) notify the Board of Trustees in writing at least three days prior to the meeting of the Board of Trustees at which suspension or termination of membership will be discussed, of his/her/their intention to address the Board of Trustees.
(D) The Board of Trustees shall specify the length of time of any period of suspension or effective date of termination, the restrictions of the suspended member’s rights and privileges as a member during the period of suspension, and the conditions pursuant to which the suspension may be lifted and the rights and privileges of membership may be restored.
(E) Upon termination of membership from the Congregation, all membership rights and privileges existing previously shall terminate, except the right to use previously purchased burial plots sold by the Congregation that have been paid in full.
(F) The Recording Secretary shall, as soon as practicable after the meeting at which a member was suspended or terminated, provide written notice by certified mail to each affected member of a notice of suspension or termination of membership. If suspended, the member shall be advised of the terms thereof and the effective date of suspension.  If terminated, the member shall be advised of the effective date of termination.
Section 6: Reinstatement of Membership.
A suspended member shall be reinstated upon satisfactory compliance with the terms and conditions of the suspension. A terminated member may be considered for reinstatement by:
1. Filing a written application for membership;
2. Satisfying all previously unpaid financial obligations to the Congregation and to any of its arms, arising from or in connection with the previous period of membership; and
3. Complying with all terms and conditions required by the Board of Trustees in its discretion.
Section 7: Resignation of Membership.
Any member wishing to resign from membership in the Congregation shall give written notice of such intention to the Board of Trustees. Resignations of any member shall be acted upon by the Board at the meeting in which the resignation is recorded.  Members who resign from membership in the Congregation shall be obligated for all dues, fees and assessments previously billed.

ARTICLE IV:  DUES AND ASSESSMENT
Section 1.  All members shall pay such dues, fees and assessments, for their membership category, as may be determined at any given time by the Board of Trustees.
Section 2.  All dues and assessments are applicable to the fiscal year of the Congregation. The fiscal year of the Congregation shall be from July 1 to June 30 of the next calendar year. 
Section 3.  The Financial Secretary shall have the authority to set and approve terms for special financial arrangements. All such arrangements are to be considered confidential.
Section 4.  Members shall be obligated to pay dues and assessments, as determined by the Board of Trustees.  Any member who is in financial arrears shall be deemed a member not in good standing and shall be subject to suspension or expulsion from membership, in accordance with policies adopted by the Board of Trustees. 
Section 5.  A member expelled for failure to pay dues or other assessments and who makes application for reinstatement, may be so reinstated by majority vote of the Board of Trustees and upon payment of all dues and/or assessments in arrears in accordance with
Article III, Section 8 of this Constitution.
Section 6. A member who joins before March 31 of any calendar year is eligible to have their dues, fees and assessment for the current fiscal year pro-rated.  A member who joins between April 1 and June 30 is eligible for membership at no charge until the beginning of the new fiscal year.

ARTICLE V:  BOARD OF TRUSTEES:  DUTIES AND POWERS, COMPOSITION, NOMINATION AND ELECTION
Duties and Powers
Section 1.  Subject to all applicable provisions of this Constitution, the administration of the affairs of this Congregation shall be vested in a Board of Trustees and officers duly elected as hereinafter provided. The terms “Board of Trustees” and “Board” are used interchangeably in this Constitution.
Section 2.  Regular meetings of the Board shall be held at least nine (9) times a year and the Recording Secretary or a designated substitute shall keep accurate records of the proceedings. Notices of all meetings of the Board shall be delivered to all those entitled to attend at least 5 days prior to the date set for the meeting.  The minutes of the Board shall be kept as a permanent record of Congregation business and a copy of all minutes and attachments, as appropriate, shall be kept in a facility of the Congregation.  
Section 3.  Subject to all provisions of this Constitution, and of all applicable provisions of local, state and federal laws, the Board shall have absolute control of the management of the affairs and property of the Congregation and cause to be executed all measures which they deem necessary to promote the interests of the Congregation.
Section 4.  The Board’s authority includes, but is not limited to the following:
1. making such rules and regulations, consistent with this Constitution as it may deem advisable for the proper conduct of their meetings and for the furtherance of the general purposes of the Congregation;
2. authorizing the appropriate committees to recommend the employment or dismissal of persons to become part of the Congregation staff as it may deem necessary and empower such committees to determine the terms, compensation and duties of such employment.  At all times the Board reserves final discretion in hiring and firing of personnel;
3. controlling all of the property of the Congregation;
4. designating the bank or banks wherein the funds of the Congregation shall be deposited;
5. responsibility for all expenditures and disposal of Congregational funds and property, but shall not invest any of the funds of the Congregation in any investments which are not legal in the State of Pennsylvania; and
6. approving an annual budget for the next fiscal year, on or before the thirtieth of June of each year.
Section 5.  Special meetings of the Board of Trustees may be called by the President and shall be called upon the written request of three members of the Board of Trustees. 
Section 6.  Any Congregation member in good standing may attend any meeting of the Board of Trustees.  The President, at his/her discretion, may invite any member of the Congregation or any other person to a Board meeting. All invitees may, if permitted by the President, participate in any discussion but in no circumstances, shall they have a vote.
Section 7.  It shall be the duty of the Board to conduct an election meeting within thirty days
of the annual meeting held pursuant to Article VIII of this Constitution, for the purpose of electing officers.
Section 8.  The Board shall, at least fifteen (15) days prior to the annual meeting, make available to the Congregation financial statements for the preceding fiscal year. The financial statements shall include all income and disbursements.
Composition
Section 9. The Board shall consist of twenty-four (24) elected individual members in good standing, along with such additional members as permitted by Article VI, Section 9 of this Constitution.  For each twenty (20) memberships above one hundred fifty (150), another member may be added to the Board.
Section 10.  At each annual meeting of the Congregation, there shall be elected eight (8) members as Trustees for a term of three (3) years, starting with their election at the annual meeting.  
Section 11. Board vacancies that arise during the year may be filled by the President.  The President’s appointee would then serve the balance of the vacated term, even if it goes beyond the date of the next annual meeting of the Congregation.   
Section 12.  Any Trustee who misses four (4) consecutive Board meetings, unexcused, or a majority of Board meetings, excused or unexcused, during the fiscal year shall be given written notice of their automatic removal from the Board.  The member may be reinstated at the next Board meeting by a motion of a Board member in good standing and a two-thirds vote of the other members of the Board of Trustees present.  Failure to reinstate at the next Board meeting shall preclude reinstatement and the seat shall be deemed vacant.  Board members shall notify the office or the President prior to the meeting to be considered excused.
Section 13.  Each year, by majority vote, the Board of Trustees may elect any current Congregation member in good standing to the lifetime position of Honorary Trustee.  The honor and great esteem shall be bestowed on members who have served the Congregation with special distinction and dedication. An Honorary Trustee may participate and speak in all deliberations, but shall not be eligible to vote.
Section 14.  The Presidents of the Men's Club, Sisterhood and Parent-Teacher Organization (“PTO”) shall have voting seats on the Board during their term of office and be entitled to all privileges of a voting Board member. If the President of the Men's Club, Sisterhood or PTO is already a duly elected member of the Board, no additional seat on the Board shall be provided. If the President of the Men's Club, Sisterhood or PTO is unable to serve on the Board, that President may appoint a designated proxy to serve instead. 
Section 15.  In addition, past presidents of the Congregation shall have voting seats on the Board in accordance with this section as long as they remain members of the Congregation in good standing.  
Section 16.  The Rabbi shall be an ex-officio member of the Board of Trustees, without the right to vote.
Section 17.  There shall be one (1) additional Board position to be filled by a student (“Student Trustee”), age 14-18, whose family unit is a member of the Congregation in good standing.  The Board may create an application or selection process to fill the position provided that the vacancy is advertised to the Congregation.  The selection process timing should occur concurrently with the Nominating Committee process and the nomination shall be put to a vote concurrently with the Board slate (as provided for in Sections 20 and 21 of this Article V) to allow for the student to begin serving following the annual meeting of the Congregation.  The selected student should be a Confirmation student or have completed Confirmation at Brothers of Israel.  The Student Trustee shall serve in a one year, non-renewable term.  The Student Trustee shall be a non-voting member of the Board.  The Student Trustee position is not eligible for selection to the Executive Committee.
Section 18.  Fifteen (15) members of the Board shall constitute a quorum for transaction of business.  
Nomination and Election
Section 19.  The President of the Congregation shall appoint a Nominating Committee for the purposes of nominating Board members and officers.  The Nominating Committee shall be comprised of five members of the Congregation who shall be in good standing, at most three (3) of whom shall be members of the Board of Trustees.  The President shall also appoint one of the Board members to serve as chairperson of the Committee.  The Chairperson of this Nominating Committee may serve in this capacity for not more than two consecutive terms.  This Committee will prepare a slate of prospective Board members to fill those positions that are scheduled to expire at the next annual meeting of the Congregation and those which may be vacant, or will be vacant, for any reason including unsatisfactory Board meeting attendance.  No person who is nominated to become a Trustee or for an officer position may serve on the Nominating Committee.
Section 20.  The Recording Secretary of the Congregation shall send, or cause to be sent, the list of the nominees for the Board of Trustees to the members of the Congregation at least thirty (30) days in advance of the annual meeting of the Congregation.  Any member of the Congregation in good standing may be nominated for Board membership if a petition signed by the nominee and at least ten (10) other members of the Congregation in good standing is presented to the Recording Secretary at least fifteen (15) days in advance of the annual meeting.  The names of all nominees submitted by the Nominating Committee, as well as those nominated by petition, shall be incorporated alphabetically on one ballot.  The Congregation shall then vote for such nominees at the annual meeting.  No person under suspension for non-payment of dues, assessments, charges, pledges or offerings shall be eligible to vote.
Section 21.  The election of Trustees shall be held by secret ballot if the number of nominees on the ballot exceeds the number of available positions on the Board.  The nominees having the highest number of votes shall be declared elected on the first ballot.  A run-off election shall be held for those nominees receiving the same number of votes, except for such nominees that are clearly elected on the first ballot.  The President or his or her designee shall appoint two or more members in good standing - who are not current officers, Trustees or nominees - to count the votes cast in the run-off election.  Their duty shall be to supervise the balloting and count the ballots and announce the result.

ARTICLE VI:  OFFICERS:  ELECTION, DUTIES AND POWERS; EXECUTIVE COMMITTEE
Section 1.  The officers of the Congregation shall include: President or Co-Presidents; at least two (2) Vice-Presidents; Treasurer; Recording Secretary; and Financial Secretary. 
Section 2.  No person may be elected or appointed as an officer unless he or she is a member in good standing of the Board of Trustees and the Congregation at the time of election or appointment.
Section 3.  No person may be elected as a President unless having served at least one year as a Board member, and is a member in good standing of the Board of Trustees and the Congregation at the time of election.
Section 4.  It is specifically permitted to have two people sharing the duties of any of the officers of the Congregation; however, there shall not be more than two pairs of “co-officers” at any given time so that the number of officers does not proportionately overburden the Board of Trustees.  
Section 5.  All officers shall be elected for a term of one (1) year at a meeting to be held in accordance with Article V, Section 7 of this Constitution, and may not be eligible for more than three (3) consecutive terms in the same office, except as follows: 
A) A Treasurer may be elected to consecutive terms indefinitely; 
B) A Financial Secretary may be elected to consecutive terms indefinitely; and
C) A Co-President may not serve more than four (4) consecutive terms.
Section 6: Duties and Powers of Officers.
A.  PRESIDENT/CO-PRESIDENT
The President shall:  preside at all meetings of the Congregation and of the Board of Trustees; be the custodian of the Constitution, seal and documents of the Congregation; prepare the agenda for all annual and other meetings of the members of the Congregation; appoint all standing or other Congregation committee chairpersons; and fill by appointment, with the approval of a majority of the Board of Trustees, vacancies occurring in any office by reason of death, resignation, disability, removal or otherwise. The President shall be an ex-officio member of all committees without the right to vote. The President shall have the right to vote in all elections but shall have no vote on any other matter, except in the event of a tie vote, in which event he/she shall cast the deciding vote. The President shall make executive decisions relating to the functioning of the Congregation on a day-to-day basis. The President is authorized to sign all agreements, contracts, deeds and other documents for the Congregation, pursuant to appropriate resolutions of the Congregation or the Board of Trustees, with the countersignature of such officer as may be designated by the Board of Trustees, which shall be binding upon future officers and Presidents.  The President shall, with the approval of the Executive Committee of the Board of Trustees, have the right to employ or terminate non-contractual employees of the Congregation.  The President may, with the approval of the officers (unless obtaining such approval is not reasonably practicable under the circumstances), authorize emergency expenditures for the Congregation without the approval of the Board of Trustees.  When there are Co-Presidents, they shall each have the duties and responsibilities enumerated herein.

B.  VICE-PRESIDENTS
There shall be no fewer than two (2) Vice-Presidents.  The Vice-Presidents shall attend all meetings of the Board of Trustees and shall:  have supervisory overview of select committees assigned to them by the President; assist committee chairpersons in the selection of their committee members; and have such other duties as assigned by the President. 

C.  TREASURER 
The Treasurer shall attend all meetings of the Board of Trustees and shall:  keep an accurate account of all receipts and disbursements and shall submit a report thereof at each meeting of the Board of Trustees; deposit funds of the Congregation in such depositories as recommended by the Finance Committee and approved by the Board; make withdrawals upon order from the President(s) and then only by check or voucher signed by the Treasurer or the President; and make the books and records of the Congregation available for inspection by members of the Board and the chairs of its committees upon request, provided that access to the financial records of individual members of the Congregation shall be permitted only with the approval of the Financial Committee or the President.  In the absence of the Treasurer, or upon the Treasurer’s inability to perform the duties of such office, the Chairperson of the Finance Committee shall perform the duties of such office until the absence ends or a new Treasurer is elected by the Board of Trustees.

D.  RECORDING SECRETARY
The Recording Secretary shall attend all meetings of the Board of Trustees and shall:  keep an accurate written record of all meetings of the Board and Congregation and attendance thereof, a copy of which shall be stored in a facility of the Congregation; issue or cause to be issued all notices of all meetings of the Board and Congregation; carry on all correspondence of the Board; sign all such documents as may be necessary to effectuate the proper direction of the Board; and furnish the Financial Secretary with the names of all persons who have become members of the Congregation.  In the absence of the Recording Secretary, or upon the Recording Secretary’s inability to perform the duties of such office, the President shall appoint a Vice-President or other member of the Board of Trustees to temporarily perform the duties of such office until the absence ends or a new Recording Secretary is elected by the Board.

E.  FINANCIAL SECRETARY
The Financial Secretary shall attend all meetings of the Board of Trustees and shall:  notify members of the Congregation of their indebtedness to it; prepare all financial books, papers and documents and collect all accounts due the Congregation; remit all monies collected by the Treasurer for deposit; and, at the Financial Secretary’s discretion and without the consent of the Board, accept fees from Congregation members that are less than the amounts owed from such members due to hardships.  Personal financial information about members and prospective members will be kept confidential and shared on an as needed basis as authorized by the President and the Financial Secretary.  In the absence of the Financial Secretary, or upon the Financial Secretary’s inability to perform the duties of such office, the President shall appoint a Vice-President or other member of the Board of Trustees to temporarily perform the duties of such office until the absence ends or a new Financial Secretary is elected by the Board.
Section 7:  Additional Duties and Powers of Officers.
A.  The President or Board of Trustees may examine or order an examination of the books and accounts of the Treasurer, Financial Secretary and Recording Secretary at any reasonable time. 
B.  In addition to the duties here in above specified, the officers of the Congregation shall perform such additional duties as may from time to time be required of them by the Congregation or the Board of Trustees.
Section 8:  Executive Committee.
A.  There shall be an Executive Committee which shall consist of the current officers of the Congregation and such additional members of the Board of Trustees as selected by the President in his or her sole discretion.  The President or a Vice-President must be present at every meeting of the Executive Committee.
B.  The purpose of the Executive Committee is to assist the President in the preparation of agendas for meetings of the Board of Trustees, and to provide such other assistance as reasonably requested by the President. 
Section 9:  Former Presidents.
Each former President of the Congregation shall remain a voting member of the Board of Trustees as long as he or she is a member in good standing of the Congregation.  Such former Presidents shall make themselves available as needed to provide ongoing advice and counsel to the current President(s) and shall oversee special projects and initiatives as authorized and requested by the current President(s).

ARTICLE VII: COMMITTEES
Section 1.  There shall be standing committees, as outlined in this Article, for the purpose of carrying on the business of the Congregation.  Chairpersons shall be appointed by the President of the Congregation.  The number of members on each of the standing committees will be determined by the committee chairperson and the Congregation President and may be either increased or decreased as the President or Chairperson determines the need.  Members of standing committees must be members of the Congregation in good standing.
Section 2.  Duties of the standing committees shall include, but not be limited to, 1) the preparation of an annual budget, 2) preparation of the annual report of committee activities, 3) administration of the Board of Trustees directives, 4) recommending changes in Congregation policy to the Board of Trustees, and 5) preparation of meeting minutes requested by the President.
Section 3:  Budget and Finance Committee.
The Budget and Finance Committee shall: include among its membership the Treasurer and the Financial Secretary of the Congregation; and make reviews of the finances of the Congregation and shall report their findings at the meetings of the Board and at the annual meeting of the Congregation.
Section 4:  Cemetery Committee.
The Cemetery Committee shall be responsible for the management of cemetery affairs.
Section 5:  Board of Education Committee.
The Board of Education Committee shall be responsible for, along with the Rabbi, the curricula and policies of the Congregation’s school.
Section 6:  House Committee.
The House Committee shall be in charge of all Congregation real estate, equipment, and fixtures, not including religious equipment.
Section 7:  Ritual Committee.
The Ritual Committee shall, along with the Rabbi, formulate policies and regulations for all religious services of the Congregation, including weddings, B’nai Mitzvot, and funerals, subject to final approval of the Board.
Section 8:  Membership Committee.
The Membership Committee shall: receive and process all applications to the Congregation and recommend to the Board approval or disapproval of the same; and promote the invitation of new members to the Congregation.
Section 9:  Memorials and Dedications Committee.
The Memorials and Dedications Committee shall: establish amounts for all memorials and list same; and sell such memorials subject to the approval of the Board.
Section 10:  Ways and Means.
The Ways and Means Committee shall have charge of raising all extra funds of the Congregation.
Section 11:  Non-Standing Committees.
Non-standing committees shall be appointed for the purpose of carrying on the business of the Congregation that is not performed by a particular Standing Committee.  Chairpersons shall be appointed by the President of the Congregation.  The number of members on each of the non-standing committees will be determined by the committee chairperson and the Congregation President and may either be increased or decreased as the President or Chairperson determines the need.  Members of standing committees must be members of the Congregation in good standing.
Duties of the non-standing committees shall include, but not be limited to, 1) the preparation of an annual budget, 2) preparation of the annual report of committee activities, 3) administration of the Board of Trustees directives, 4) recommending changes in Congregation policy to the Board of Trustees, and 5) such other duties and functions as directed by the President or the Board.
At the annual meeting of the Congregation, the President will report the existence, formation and/or dissolution of each and every non-standing committee for the previous year.

ARTICLE VIII:  MEETINGS OF THE CONGREGATION
Section 1.  The Congregation shall hold a meeting annually during the month of May of each year, on the day as the President may designate. Notice of the annual meeting shall be given in writing to all members of the Congregation, directed to their addresses as they appear on the books of the Congregation, and sent not less than fourteen (14) calendar days prior to the meeting. The annual meeting shall be for the purpose of electing members of the Board of Trustees, receiving reports of officers and committees, and for any other business that may arise.
Section 2.  All meetings of the Congregation shall be held at a facility of the Congregation or at another place as may be determined by the Board of Trustees with a goal of maximizing member attendance and participation.
Section 3.  No meeting of the Board shall be held on the same day as the annual meeting of the Congregation. Except in the case of an emergency, in which case at least one week must elapse from the annual meeting before a Board meeting can be held.
Section 4.  The agenda of the annual meeting shall be prepared by the President. 
Section 5.  Twenty-five (25) members of the Congregation shall constitute a quorum for the annual meeting. Husbands and wives who are members shall be considered separately for purposes of establishing a quorum.
Section 6.  At all membership meetings, a member may be physically present to have his or her vote counted or may vote in absentia as may be permitted under guidelines as set forth by the Board of Trustees.  Voting by proxy is not permitted.
Section 7. The President, at his or her discretion, shall limit discussion at meetings during committee reports and new business to accommodate the entire proposed agenda.
Section 8.  The Chair of all standing and non-standing committees shall prepare an annual report summarizing the work of the committee during the prior year.  This report shall be submitted to the President one week prior to the annual meeting and will be entered into the minutes of the annual meeting.  The Chair shall attend the annual meeting for the purpose of reporting on committee business or shall designate a committee member to report on his/her behalf.  The Presidents of the auxiliary organizations shall also prepare and present reports at the annual meeting.  
Section 9.  As provided in Article XIII of this Constitution, parliamentary procedure at meetings of the Board of Trustees or of the Congregation shall be in accordance with the then-current edition of “Robert's Rules of Order.”
Section 10:  Special Meetings of the Congregation.
Special meetings of the Congregation shall be called at any time by the Board or the President or upon the written request of at least fifteen (15) members of the Congregation in good standing; or upon the written request of at least five (5) members of the Board of Trustees. All requests for a special meeting shall specify the reason(s) for and purpose of the meeting, including the action sought to be taken. Notice of the purpose and of the time and place of holding of a special meeting shall be given in the same manner set forth in Section 1 of this Article VIII. No business may be considered other than that set forth in the notice.  Such meeting must be called within thirty (30) days. 

ARTICLE IX:  RABBI AND CANTOR:  DUTIES AND SELECTION
Section 1:  Rabbi.  The Rabbi of the Congregation shall be an ordained Rabbi whose qualifications satisfy the standards of the Conservative Movement as articulated by the Rabbinical Assembly and the United Synagogue of Conservative Judaism.
Section 2. Except as may be provided otherwise, or by contract, the Rabbi shall at all times enjoy the freedom of the pulpit. The Rabbi, as mara d’atra, shall be the halakhic authority of the congregation. The Rabbi shall consult with, assist and guide the Board of Trustees and the Ritual Committee in the furtherance of the religious and spiritual goals of the Congregation. The Rabbi shall make every effort to attend meetings of the Executive Committee and Board of Trustees and is invited to attend the meetings of all standing committees, except Budget, Personnel and Search Committees unless requested. The Rabbi shall have the right to participate in discussion, but shall have no right to vote. 
Section 3. The Rabbi will be the spiritual leader of the Congregation and as such will be called upon to serve the religious, educational, spiritual and pastoral needs of the Congregation. Whenever possible, where not interfering with Congregational needs, the Rabbi shall exercise spiritual leadership in the community-at-large, both Jewish and non-Jewish.
Section 4. The Rabbi shall serve as both the spiritual advisor of the Congregation and head of the Congregation’s religious staff.
Section 5: Cantor/Cantorial Soloist.  The Cantor/Cantorial Soloist of the Congregation shall meet the qualifications of the position as set forth by the Board of Trustees.
Section 6.  Except as may be provided otherwise by contract, the Cantor/Cantorial Soloist shall officiate at the religious services of the Congregation. The Cantor/Cantorial Soloist shall be the guide and consultant in all matters affecting the Jewish musical activities of the Congregation’s services in consultation with the Rabbi and the Ritual Committee.
Section 7:  Selection.  When necessary, the President shall convene a Search Committee to investigate and report to the Board of Trustees as to the qualifications of candidates for the position of Rabbi and Cantor/Cantorial Soloist.  The Search Committee will be chaired by an officer of the Congregation and will, to the greatest extent possible, represent a broad demographic cross-section of the membership.  The Search Committee must include the Chairman or another representative of the Ritual Committee.  The Board of Trustees, at a properly constituted meeting, shall approve engagement of a Rabbi or Cantor/Cantorial Soloist by a two-thirds (2/3) vote of members present.

ARTICLE X:  AUXILIARY ORGANIZATIONS
Section 1. The Congregation shall sponsor such additional organizations as shall be approved by the Board of Trustees (e.g., Women’s League of Conservative Judaism/Sisterhood, Federation of Jewish Men’s Clubs, United Synagogue Youth/USY).
Section 2. The activities of auxiliary organizations shall always be conducted in the best interests of the Congregation and Conservative Judaism. The auxiliary organizations shall, wherever and whenever possible, lend assistance to the Congregation.
Section 3. The constitution, bylaws and conduct of each auxiliary organization shall be consistent with this Constitution and policies of the Congregation.

ARTICLE XI:  LIABILITY COVERAGE
The Congregation shall provide liability insurance coverage for the members of the Board of Trustees.

ARTICLE XII:  CEMETERIES
Section 1.  Burials in the Congregation’s cemeteries shall be in conformity with the rituals established by the Cemetery Committee. 
Section 2.  A separate section of the Cedar Lane Cemetery shall be available for those members of the Congregation who are intermarried as well as the spouses of such members.  In keeping with the sacredness of the cemetery, the grave markers in this section shall not have any non-Jewish religious words or symbols.  In addition, non-Jewish clergy shall not officiate at the burial services.
Section 3.  No cemetery plot may be transferred by an owner except as provided by the Cemetery Committee, and upon payment of all fees and monies owing to the Congregation by the owner of such lot, and shall be subject to all rules and regulations of the Board prescribed for the maintenance, preservation, and government of the cemetery which shall be observed by the owner or purchaser of such lot.
Section 4.  No lot shall be permitted to create an encumbrance or suffer a lien to be created upon any cemetery or interest therein.
Section 5.  The above provisions shall be made a part of every deed of conveyance of any cemetery lot or of any interest therein.

ARTICLE XIII:  PARLIAMENTARY PRACTICE AND CODE OF BEHAVIOR
As Conservative Jews, ethical and moral behavior is imperative and values of derech eretz and kavod, mutual respect and honor, take precedence in guiding our discussions and deliberations. Members shall be required to speak and act accordingly at all times in order to promote shalom bayit (peace in the house). Lashon hara (evil words) shall not be permitted.  Otherwise, meetings shall be conducted in accordance with the then-current edition of “Robert’s Rules of Order.”

ARTICLE XIV:  AMENDMENTS
This Constitution, or any portion thereof, may be amended in whole or part as follows:
Section 1.   The proposal to amend this Constitution shall be submitted in writing to the Recording Secretary of the Board of Trustees signed by not less than five (5) members of the Board of Trustees or by not less than ten (10) members of the Congregation, in good standing.
Section 2.   The Recording Secretary shall send written notice to each member of the Board of Trustees of each proposed amendment at least five (5) days prior to the next meeting of the Board of Trustees at which the proposal shall be considered.
Section 3.  Upon recommendation by the Board of Trustees, the proposed amendment shall be submitted to the membership at the next annual meeting of the Congregation or at a special meeting called for that purpose as determined by the Board of Trustees.  This meeting shall be no more than one year after consideration of the proposal by the Board of Trustees.
Section 4.  The Recording Secretary shall send written notice to each member of the Congregation of each proposed amendment not less than fourteen (14) days nor more than twenty one (21) days prior to the annual or any special meeting called for the purpose of considering any Amendment.
Section 5.  At such meeting, a report shall be submitted on the recommendation of the Board as to the action to be taken.
Section 6.  Any Amendment(s) to this Constitution shall be adopted upon a two thirds (2/3) vote of the members present at an annual or special meeting. Once adopted, the Amendment shall become effective immediately.
Section 7.  In the event that the Board of Trustees shall reject or fail to recommend a proposed amendment, then upon the written submission to the Recording Secretary of the proposed amendment signed by not less than twenty five (25) members of the Congregation in good standing, the proposed amendment shall be submitted at the next annual meeting of the Congregation.
Section 8.  For the purposes of this Article XIV and any other notifications contemplated in this Constitution, all notices shall be directed to each member’s address(es) as they appear on the books of the Congregation.

ARTICLE XV:  EFFECTIVE DATE
Section 1. This Amended and Restated Constitution and Bylaws amends, restates, supersedes and replaces all prior versions of, and amendments to, the Congregation’s Constitution and Bylaws, and shall become effective immediately upon its adoption by a majority vote of those members present at the annual meeting or a special meeting of the Congregation called for the purpose of adopting this Constitution.  Notice of the proposed adoption of this Constitution shall be given as hereinbefore provided for amendments.
Section 2. All existing actions, contracts, programs, policies, Resolutions and Regulations of the Congregation, Board of Trustees and all Committees thereof in effect at the time of adoption of this Constitution are hereby ratified, confirmed and approved, and shall remain in full force and effect unless and until specifically modified, rejected or revoked.
Section 3. The elected Officers, the Board of Trustees and all Committees of the Congregation in office at the time of the adoption of this Constitution shall retain and serve out the term of the respective offices to which they have been elected or appointed.

ARTICLE XVI:  DISSOLUTION
Section 1.  Any action for dissolution of the Congregation shall be done in the following manner:
By vote of at least sixty-seven percent (67%) of the members of the Board of Trustees held at a special meeting, advertised at least thirty (30) days in advance to the entire membership of the Congregation, and with notices delivered via certified mail to all members of the Board.  No proxy votes will be permitted for this vote but electronic attendance (video or telephonic conference) may be permitted; and
By vote of at least fifty-one percent (51%) of the total membership of the Congregation at a special meeting conducted in accordance with Article VIII, Section 10 of this Constitution.
Section 2.  If the vote to dissolve is approved by the Board and at least fifty-one percent (51%) of the total membership of the Congregation, then a Dissolution Committee charged with the task of the “winding up” of the operation of the Congregation shall be immediately appointed.  The Dissolution Committee shall be made up of the President(s), Treasurer and no fewer than three (3) other members nominated and approved by the Board of Trustees.
Section 3. The Dissolution Committee shall, with approval of the Board, hire the professional services required to comply with any law or regulation of the Commonwealth of Pennsylvania and the State of New Jersey.  This shall include, but not be limited to, legal and accounting services required to ensure compliance with regulations of the Commonwealth of Pennsylvania and the State of New Jersey.   
Section 4. The Dissolution Committee shall be tasked with reporting monthly to the full Board of Trustees on the process of winding up the operation of the Congregation and the Board’s Recording Secretary shall be tasked with distribution of that report to all members of the Congregation on a timely basis.
Section 5. The assets of the Congregation shall only be transferred to other 501(c)(3) entities which support the continuation of the Jewish tradition.  The determination of which entities shall qualify to receive assets shall be done by recommendation from the Dissolution Committee for approval by the full Board of Trustees.
Section 6.  At any time prior to the final articles of dissolution being filed with the Pennsylvania Department of State and New Jersey Department of State, the membership or the Board may rescind their actions seeking dissolution by a majority vote of the membership. 
Section 7. Notwithstanding any provision above, the process and procedures for dissolution shall comply with the then existing regulations regarding dissolution of a non-profit within the Commonwealth of Pennsylvania and the State of New Jersey.

Thu, May 23 2019 18 Iyyar 5779