| Temple Sinai
Bylaws
Article I: Name This Congregation shall be known as Temple Sinai, located in Las Vegas, Clark County, Nevada. Article II: Purpose The purpose of this Congregation is to promote the fundamental and enduring principles of Judaism and to ensure the continuity of the Jewish people; to enable its members to develop a relationship with God through communal worship, study of Torah, and assembly; and to apply the principles of Reform Judaism to the values and conduct of the individual, the family, and the society in which we live. Subject to any restrictions in the Articles of Incorporation, the Congregation may engage in any lawful activity consistent with its tax exempt status for which corporations may be organized under the laws of Nevada for nonprofit corporations. Article III: Affiliation This Congregation shall affiliate with the Union for Reform Judaism (the "Union") and it shall subscribe to and abide by the Constitution and Bylaws of the Union, including, but not limited to, the obligation to pay dues assessed upon it by the Union. Article IV: Guidance for Religious Practice This Congregation shall interpret Judaism in the context of Reform Judaism. Article V: Membership Section 1. Membership is open to any person eighteen (18) years of age or older (adult), household, or family, of the Jewish faith or any person seeking to be associated with those upholding the Jewish faith. An individual adult member or a household with one adult member shall be entitled to one vote so long as he/she is a member in good standing. A household with two or more adult members shall be entitled to no more than two votes so long as the household is a member in good standing. Good standing shall mean that all financial obligations to the Congregation are current. Section 2. Membership entitles each family, household, or individual the right to participate in the activities, religious or secular, that the Congregation shall sponsor, subject to the rules and regulations established by the Board of Trustees. Section 3. Death or divorce shall not terminate the membership of the surviving or remaining persons. Section 4. The Board of Trustees may establish and rescind, if necessary, various classifications of membership. Section 5. All members shall be responsible for financial support of the Congregation. Dues, assessments, and other fees shall be determined by the Board of Trustees. The Board of Trustees confers upon the Temple Support Committee the ability to waive, extend, or modify any financial obligation due from a member. The Temple Support Committee shall establish procedures with the intent of preserving the privacy of the member, who may request waiver or modification of financial obligations. Section 6. The membership privileges of congregants who have not met their financial obligations to the Congregation may be suspended upon vote of the Board of Trustees. Written notice of the intention to suspend services shall be given at least twenty-one (21) calendar days before such action is taken, and the congregant shall be offered the opportunity to be heard. Section 7. Resignation from the Congregation shall be submitted to the Board of Trustees. Resignation or removal shall not relieve a member from payment of any past obligation owing the Congregation through the date of resignation. Article VI: Meetings Section 1. The annual meeting of the Congregation shall be held at least sixty (60) calendar days prior to the commencement of the fiscal year. At this meeting, reports shall be submitted by the President, Treasurer, the Rabbi, and such other Officers, staff, affiliates, and committees as may be requested to do so by the Board of Trustees. A budget for the coming fiscal year shall be presented and Trustees and Officers shall be elected at the annual meeting. Every member in good standing of the Congregation shall be notified at least thirty (30) calendar days prior to the holding of the annual meeting, of the date, time, and place of the meeting, the matters to be considered at the meeting, and the names of all nominees for the Board of Trustees and Officers. Section 2. Special meetings of the Congregation may be called by the President or shall be called at the request of a majority of the Board of Trustees or on written application of twenty-five percent (25%) of the membership in good standing. The call for a special meeting shall set forth the purpose of the meeting, and written notice thereof shall be sent to the membership at least fifteen (15) calendar days prior to the time of such meeting. No business shall be transacted at such meeting except that specified in the notice. Section 3. The quorum for a Congregational meeting shall be twenty-five percent (25%) of the members in good standing. Section 4. Only members who are present at a meeting will be entitled to vote. Proxy votes will not be accepted. Article VII: Officers Section 1. The Officers of the Congregation shall be President, First Vice President, Second Vice President, Treasurer, Recording Secretary, and Corresponding Secretary. Officers are elected at the annual meeting of the Congregation for a term of two (2) years. No person shall serve in any office for more than three consecutive terms in the same position. Officers shall assume their respective office at the latest, on the first day of the fiscal year. Any Congregation member in good standing who is Jewish may serve as an Officer. Section 2. The duties of the President shall be to preside as Chair at all Congregation and Board meetings and to appoint all committees. The President shall be an ex-officio member of all committees except the Nominating Committee. He or she shall call the annual meeting and special meetings, and perform such other duties as are incident to the office. The President shall appoint the chairpersons of all committees unless otherwise provided in these Bylaws. Section 3. The two Vice Presidents shall perform such duties as may be assigned to them by the President of the Board of Trustees. The First Vice President shall automatically succeed to the office of the President in case of vacancy and shall act for the President in the case of absence or disability. Section 4. The Treasurer
shall be the custodian of all funds of the Congregation and shall be the
disbursing agent of the Congregation as authorized by the Board of
Trustees. The Treasurer shall present financial reports at all meetings
of the Board of Directors and of the Congregation. The Treasurer shall
serve on the Budget and Finance Committee, and any other committees
directly involving financial matters of the Congregation. Section 5. The Corresponding Secretary shall send out notices of all meetings, maintain all official correspondence on behalf of the Board of Trustees, and perform such other duties as are incident to the office. Section 6. All Officers shall be covered by Directors and Officers insurance, the cost of which shall be borne by the Congregation. Article VIII: Board of Trustees Section 1. The Board of Trustees shall consist of the Officers of the Congregation and, except as provided in Section 2 of this article, six (6) members elected by the Congregation for a term of three (3) years. The immediate past President of the Congregation shall serve on the Board of Trustees with the right to vote. In addition, the Presidents of the Sisterhood and Brotherhood shall serve on the Board of Trustees with the right to vote. Section 2. The Congregation shall elect, at its first election, one-third of the Trustees to serve for one (1) year, one-third to serve for two (2) years, and one-third to serve for three years. The Congregation shall thereafter elect, as the above terms expire, one-third of the Trustees for a term of three (3) years. Any Congregation member in good standing who is Jewish may serve as a Trustee. Section 3. The Board of Trustees shall have the general management of the affairs, funds, records, and property of the Congregation. It shall establish policies, guidelines and direction with respect to matters within its management and control. The Board, or its designees, shall act on all matters of policy. The Board shall appoint an independent auditor, and perform such other duties as the Members of the Congregation in regular or special meetings may prescribe. Section 4. The Board of Trustees shall fill any vacant office or any vacancy on the Board of Trustees other than President with an eligible member until the next Congregational election. At that time, the Congregation will elect candidates to fill any unexpired terms. Section 5. The Board of Trustees shall meet monthly. In addition, the Board of Trustees may meet at the call of the President, or by petition of a majority of the members of the Board. The meetings shall be governed by Robert's Rules of Order, unless otherwise specified in these Bylaws. The President may appoint a Parliamentarian to assist in interpreting such Rules. Section 6. A quorum shall consist of a majority of the members of the Board of Trustees. A simple majority of those present and voting shall constitute the act of the Board. Section 7. Subject to Article XI: CLERGY, Sections 1 and 2, the Board of Trustees shall have the authority to engage a Rabbi and, except as otherwise provided herein, other employees; in consultation with the Rabbi, to engage other clergy and professional staff; and to establish their duties and compensation. Section 8. The Board of Trustees shall designate the depositories for deposit of the Congregation's funds and shall also designate signatories on such accounts. The Board shall have the authority to borrow money and to pledge for payment thereof the Congregation's assets other than assets or funds of the Congregation which are donor-restricted to purposes other than the purpose of the loan. Section 9. Members of the Board of Trustees, as the chosen lay leaders of the Congregation, shall individually and collectively be the example to the membership by regular attendance at worship service and by active participation in the life and activities of the Congregation. Article IX: Executive Committee There shall be an Executive Committee consisting of the Officers of the Congregation, chaired by the President. The Executive Committee shall have, and subject to review by the Board of Trustees at its next meeting, the authority of the Board of Trustees, except as prohibited by law or the Articles of Incorporation of the Congregation. The Recording Secretary shall be responsible for keeping the minutes of the meetings of the Executive Committee. The Executive Committee shall meet at the discretion of the President, or at the request of a majority of the members of the Executive Committee, upon five days prior notice. Such notice may be waived with the approval of a majority of the members of the Executive Committee. A majority of the members of the Executive Committee shall constitute a quorum. Executive Committee meetings may be conducted by telephonically or by other electronic means, provided that each participant has copies of all materials necessary for full participation in the meeting and provided further, each participant can hear each other participant for the duration of the meeting. Article X: Removal from Office Section 1. The office of any Officer or voting Trustee who is absent without adequate excuse from three successive meetings of the Board may be declared vacant by the Board. Section 2. An Officer or Trustee may be removed from office for cause by a two-thirds vote of the Board of Trustees at a special meeting of the Board called for the purpose of acting upon such removal. Notice must be served on the Officer or Trustee proceeded against, and an opportunity to be heard must be given by both the Board of Trustees and the individual Officer or Trustee. Article XI: Clergy Section 1. The Rabbi A. The Rabbi shall have supervision of all spiritual activities of the congregation in accordance with the traditions and practices of Reform Judaism. He/she shall perform all religious rites and ceremonies for the members of the Congregation and for members of their families when requested in accordance with Life-Cycle policy as established from time to time by the Board of Trustees. He/she shall have charge of the course of study and the academic environment in the Religious school, and perform such other duties as his/her office requires. The Rabbi shall confer with the Ritual Committee established to deal with spiritual and ritual matters. B. The Rabbi shall be selected in the following manner: (1) a special committee appointed by the President of the congregation with the approval of the Board of Trustees shall recommend a candidate to be selected; (2) upon approval of the Board of Trustees, this recommendation shall be submitted to the Congregation at a regular or special meeting; and (3) a majority vote of the members voting shall be required for the initial selection of the Rabbi. Each time the term of the contract of the Rabbi becomes eligible for renewal, provided the Board of Trustees approves such renewal, the decision to renew such term shall be submitted to the membership for vote at the Annual Meeting or at a special meeting of the Congregation. C. There may be one or more Assistant or Associate Rabbis who shall exercise all duties under the supervision of the Rabbi. A retired Rabbi of the Congregation may be designated Rabbi Emeritus by the Board of Trustees. D. Except when requested to absent himself or herself, the Rabbi shall have the right to attend all meetings of the Officers, the Board of Trustees, and the Congregation. The Rabbi shall have no voting rights. Further, the Rabbi shall be a nonvoting member of all committees. E. Subject to the terms and conditions of any existing employment contract, the Board of Trustees may terminate the services of the Rabbi or other clergy employed by the Congregation. Section 2. The Cantor A. The Cantor, or cantorial soloist, will exercise his/her duties under the supervision of the Rabbi. B. A special committee appointed by the President of the Congregation shall work with the Rabbi to select a candidate for recommendation to the Board of Trustees, which may elect a Cantor, or cantorial soloist, by majority vote. Article XII: Professional Staff To fulfill the educational, religious, cultural, and administrative needs of the Congregation, the Board of Trustees may hire other professional staff. The terms of employment shall be established by the Board of Trustees. Article XIII: Committees Section 1. Standing committees to be identified by the President include: Ritual, Religious Education, Membership, Budget and Finance, Temple Support, Facilities, Nominating. Section 2. Ritual: The Ritual Committee will work together with the Rabbi, Cantor, or cantorial soloist in the conduct of the services of worship and life cycle ceremonies. Section 3. Religious Education: The Religious Education Committee shall work with the Rabbi and/or the Religious School Director, in the development of the educational program for the religious school, and other youth and adult education programs. Section 4. Membership: The Membership Committee shall recruit new members for the Congregation and develop programs for the orientation, integration, and retention of all members. Section 5. Budget and Finance: The Budget and Finance Committee shall make a detailed estimate of the income and operating expenses for the ensuing year, submit an annual budget for the ensuing year, and supervise the audit of the accounts of the Congregation. Section 6. Temple Support: The Temple Support Committee will evaluate members' confidential requests to waive, extend, or modify any financial obligation by that member. Section 7. Facilities: The Facilities Committee shall keep all buildings and property of the Congregation in good order and repair and establish, with the approval of the Board of Trustees, rules and regulations for the use of the Congregation's physical facilities. Section 8. Nominating: The Nominating Committee shall recruit and nominate members to serve as Officers and members of the Board of Trustees. It shall promote the development of future leaders of the Congregation. Section 9. Such other Committees as are deemed necessary to accomplish the purposes and activities of this Congregation may be created or dissolved from time to time by the Board of Trustees. All committees shall be considered subcommittees of the Board of Trustees, being empowered by the Board and being responsible thereto. Article XIV: Affiliates Section 1. The Congregation shall have such auxiliary organizations as shall from time to time be established and organized by the members. Section 2. The activities of all auxiliary organizations of the Congregation shall always be conducted in such a manner as will advance the best interests of the Congregation. Section 3. The Bylaws and other regulations of all auxiliary organizations shall be consistent with the Bylaws and policies of this Congregation. Article XV: Nominations and Election Section 1. The President, with the approval of the Board of Trustees, shall appoint a Nominating Committee which shall consist of three (3) members of the Board, one to be a member of the Executive Committee with the exception of the President, and four (4) members of the Congregation at large. No one serving on this Nominating Committee shall be nominated as an Officer or Trustee. The Nominating Committee will select its own Chairperson. Section 2. The Nominating Committee shall nominate one member for each office to be filled at the next election, including any replacement for positions filled by the Board where the official term of office has not yet expired. Section 3. Selections of the Nominating Committee shall be reported to the Board of Trustees, and notice of said nominations shall be sent to all members of the Congregation at least thirty (30) calendar days prior to the annual meeting. Section 4. Nomination for any elective office may also be made by written notice to the Chairperson of the Nominating Committee at least twenty (20) calendar days prior to the annual meeting. Section 5. Notice of written nominations for any elective office must be sent by mail or verifiable electronic means to all members of the Congregation at least ten (10) calendar days before the election. Section 6. Officers and Trustees shall be elected at the annual meeting by a majority vote of the members present and voting. A member must be in good standing to vote for Officers and Trustees of the Congregation. Section 7. There shall be no nominations from the floor at the Annual Meeting. Section 8. The term of all offices shall coincide with the beginning and end of the fiscal year. Article XVI: Cemetery Section 1. The Congregation shall have the power to maintain operate a suitable cemetery for the burial of members and members of their households, and may lease or own land for such purpose. Section 2. The Board of Trustees shall delegate the management of the cemetery to a Cemetery Committee whose rules, regulations and policies will be subject to the approval of the Board and periodic review by the Board. The Cemetery Committee shall promulgate rules and regulations for the operation of the cemetery, set charges for burial space, issue permits for burial, and arrange for maintenance and perpetual care. It shall establish regulations for the landscaping of lots and other spaces in the cemetery and for the erection of monuments. All plans for monuments and landscaping must be submitted to the Cemetery Committee in advance for its approval. All activities that are subject to the control or supervision of the Cemetery Committee shall comply with any applicable Nevada statute, Clark County or local jurisdictional ordinance. Section 3. There shall be a special fund to maintain the cemetery in perpetuity, which shall be administered by the Cemetery Committee. Section 4. The Cemetery Committee shall render an annual report and accounting of funds to the Board of Trustees. Section 5. All expenses are the responsibility of the Congregation, and all cemetery income shall accrue to the Congregation. Article XVII: Real Estate Section 1. The purchase, sale, mortgage or other acquisitions or dispositions of real estate by or for the Congregation shall require a two-thirds (2/3) majority vote of the Board of Trustees. Section 2. The Board of Trustees shall have the authority, without approval of the Congregation, to accept a gift of real estate. The Board of Trustees shall have the authority, without approval of the Congregation, to sell or otherwise dispose of real estate acquired by gift as provided in Section 1 above. Article XVIII: Contracts and Legal Documents in General Deeds, contracts, and other legal documents obligating the Congregation shall require the approval of the Board of Trustees and, if approved, must be signed by an Officer of the Congregation. All such legal documents shall be approved as to form, completion, and tax-exempt status impact, if any, by legal counsel to the Congregation. Article XIX: Fiscal Year The Board of Trustees shall establish the fiscal year of the Congregation. Article XX: Amendments Amendments to the Bylaws shall be initiated by the Board of Trustees. The amendments shall be presented in writing to the Recording Secretary of the Congregation. Such amendments shall be acted on at any regular or special meeting of the Congregation called for that purpose. Copies of the proposed amendments shall be sent to each member along with the notice of the meeting at least thirty (30) calendar days prior thereto. An affirmative vote of two-thirds (2/3) of the members present and voting shall be necessary to adopt any amendment. Those members abstaining will not be counted for purposes of the vote. Article XXI: Parliamentary Authority The rules of procedure at Congregation, Board, and Committee meetings shall be determined by Robert's Rules of Order, latest revised edition, except where these Bylaws state otherwise or superseded by Nevada statute. Article XXII: Notices Any notice or communication to be provided pursuant to these bylaws shall be in writing and shall be delivered personally or sent by facsimile, electronic transmission, overnight delivery, or regular, registered or certified mail, return receipt requested. Notice shall be effective: (a) if personally delivered, when delivered; (b) if by electronic transmission or facsimile, on the day of transmission thereof, with confirmation of transmission; (c) if by overnight delivery, the day after delivery thereof to a reputable overnight courier service, delivery charges prepaid; and (d) if mailed, at midnight on the third business day after deposit in the mail, postage prepaid. Article XXIII: Prohibited Activities Section 1. No member of the Congregation shall receive any of the earnings or pecuniary profit from the operations of the Congregation. This shall not prevent the payment to any such person of reasonable compensation for services rendered or of the reasonable value at retail for goods sold to or for the Congregation in carrying out any of its tax-exempt purposes. Section 2. Notwithstanding any other provision of these Bylaws, no Officer, Trustee, clergy member, professional staff member, or other employee, trustee, or representative of the Congregation shall take any action or carry on any activity by or on behalf of the Congregation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the "Internal Revenue Code") and regulations promulgated thereunder, as they now exist or as they may hereafter be amended, or by an organization to which contributions are deductible under section 170(c)(2) of the Internal Revenue Code and regulations promulgated thereunder, as they now exist or as the may hereafter be amended. Article XXIV: Indemnification Section 1. The Congregation shall indemnify any person who is, or who is threatened to be made, a party to any legal proceeding, because he or she was a Trustee, Director, Officer, employee, professional staff, Rabbi, Cantor, or agent of the Congregation, against expenses (including attorney's fees), judgments, appeals, fines, and amounts paid in settlement (if approved by the Board of Trustees in advance) actually and reasonably incurred by him/her in connection with such action, suit, or proceeding, if he/she reasonably believed that he/she was acting in or not opposed to the best interests of the Congregation and with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in a manner which he/she reasonably believed that he/she was acting in or not opposed to the best interests of the Congregation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful. Section 2. Any indemnification under Section 1 of this Article (unless ordered by a court) shall be made by the Congregation only as authorized in the specific case, upon the determination that indemnification of the person is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 1. Such determination shall be made: (1) by the Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding; or, if no quorum can be reached, (2) by the affirmative vote of a majority of the members of the Congregation, excluding those who are parties to the action, at a duly constituted meeting. Section 3. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Congregation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking (with sufficient security, if required) by or on behalf of the indemnified person to repay such if it shall ultimately be determined that he/she is not entitled to be indemnified by the Congregation as authorized in this bylaw provision. Section 4. The Congregation shall purchase and maintain insurance on behalf of the Congregation and any person who is indemnified by Section 1. Section 5. The right of indemnification provided in this Article constitutes a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall be in addition to, and shall not exclude, any other right which such Trustee, Director, Officer, employee, professional staff, Rabbi, Cantor, or agent of the Congregation may have or hereafter acquire under this Article or any bylaw, agreement, Congregation vote, provision of law or otherwise. Section 6. From time to time, the Board of Trustees may adopt further bylaws with respect to indemnification and may amend these and such other bylaws to provide at all times for the fullest indemnification permitted by law. Article XXV: Dissolution or Merger In the event of the
dissolution or merger of the Congregation, no Officer, Trustee, clergy
member, professional staff member, director, employee, agent, or
representative of the Congregation shall be entitled to any distribution
of division of its remaining property, assets, or proceeds. The balance
of all money and other assets or property owned, held, or received by
the Congregation from any source, after the payment of all debts and
obligations of the Congregation, shall be used exclusively for exempt
purposes within the intention and purpose of the Internal Revenue Code
as it now exists or may be amended from time to time, or it shall be
distributed to an organization or organizations exempt under said
section of the Internal Revenue Code. Moreover, any such use or
distribution of the money or property of the Congregation shall, the
extent possible, be in accord with the Congregation's purpose, as set
forth above, and, to the extent possible, shall promote similar or
related purposes. The determination of any of the foregoing shall be
under the exclusive jurisdiction of the Board of Trustees. The
Congregation shall have no vote in any of the foregoing. Ratification and Adoption These Bylaws have been ratified and adopted by the Board of Trustees of Temple Sinai on: August 8, 2007 |
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