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 G-d 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 and persons in their household (each such person is a “Member”). Each adult member who is of the age of eighteen (18) or older shall have one vote, up to a maximum of two (2) votes per household, so long as each member of the household is in good standing. Good standing shall mean that all financial obligations to the Congregation are current.

Section 2. Officers and Trustees. All Officers and Trustees of the Temple are required to be Jewish and shall be members in good standing for a period of at least two consecutive years immediately prior to commencement of their service as an Officer or Trustee. Additionally, all Officers and Trustees shall pay full membership support.

Section 3. Each member has 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 or by the relevant committees.

Section 4. Non-Jewish Household Members have the same rights as their Jewish Members except as defined in Section 2.

Section 5. Death or divorce shall not terminate the membership of the surviving or remaining persons.

Section 6. The Board of Trustees may establish and rescind, if necessary, various classifications of membership.

Section 7. 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, with the approval of the President (or the First Vice President in the absence of the President) may confer upon the Executive Director, or other such person(s) it sees fit, the ability to waive, extend, or modify any financial obligation due from a member. Such person(s) appointed by the Board of Trustees shall establish procedures with the intent of preserving the privacy of the member who may request waiver or modification of financial obligations.

Section 8. The membership privileges of congregants who have not met their financial obligations to the Congregation shall be suspended upon vote of the Board of Trustees, after due written notice is provided of such pending action. This written notice will be provided at least twenty-one (21) calendar days prior to any final action of the Board of Trustees.

Section 9. Resignation from the Congregation shall be submitted in writing 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.

Any member may be removed from the Congregation by a vote of 75% of the voting members of the Board of Trustees present. Upon removal, the former member shall receive a pro-rata refund of any dues pre-paid.

Any membership application may be denied by a vote of 75% of the total voting members of the Board of Trustees.

Section 10. Whereas the Temple Sinai membership list, phone number list and e- mail address list is considered as personal and private information, no member, regardless of position with the Temple, shall use such information for any personal, lobbying, sales, investment or any other activities not directly connected to any specific Temple programs; nor shall pass or facilitate the passing of said information by others for distribution.

Violation of this bylaw may result in a reprimand, loss of any committee position or Board position or dismissal from the Temple. The Board of Trustees shall hear all cases of violation of this bylaw and shall vote on the penalty. A simple majority of the Board shall be a binding decision.

Article VI: Meetings

Section 1. The annual meeting of the Congregation shall be held at least forty-five (45) 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 by mail or verifiable electronic means 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 percent (20%) of the members in good standing.

Section 4. Members who cannot attend a Congregational meeting may obtain an absentee ballot by delivering a signed written request to the Temple Sinai office at least three (3) days prior to the time of such meeting. The absentee ballot must be presented to the Secretary prior to the regular vote. Proxy votes will not be accepted.

Section 5. Absentee ballots shall not be counted toward a quorum.

Section 6. The budget, elections, and any other Temple Sinai business with the exception of amendments to these bylaws, may be voted on and approved by a simple majority of ballots cast at a properly noticed meeting regardless of whether the meeting has a quorum of members present.

Article VII: Officers

Section 1. The Officers of the Congregation shall be President, First Vice President, Second Vice President, Treasurer, and Secretary. Officers are elected at the annual meeting of the Congregation for a term of two (2) years. No individual may serve as an Officer for more than two (2) consecutive terms in the same capacity. No individual may be elected to or appointed to an office previously held by that individual without a two (2) year absence from that position. Officers shall assume their respective office, on the first day of the fiscal year.

Section 2. The duties of the President shall be to preside as Chair at all Congregation, Board, and Executive Committee meetings and to appoint all committees. The President (or the First Vice-President) in the absence of the President) with the assistance of those persons appointed by the Board of Trustees pursuant to Article V, Section 7, shall have final approval to evaluate members’ confidential requests to waive, extend, or modify any member’s financial obligations. The President shall supervise the activities of the Executive Director, the Education Director, the Director of the Shenker

Academy, and the Community and Youth Engagement Coordinator. In consultation with the Executive Committee, the president shall establish ad hoc and temporary committees, their functions, and their terms. In consultation with the Executive Committee, the President shall appoint and may remove the chairpersons of all committees, other than the Nominating Committee.

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 Secretary shall keep accurate and complete minutes of meetings of the Congregation, the Board of Trustees, and the Executive Committee; maintain the Policy Manual of Board approved policies, if any; maintain all legal documents on behalf of the Congregation; 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 according to any applicable law, or as duly specified by action of the Board of Trustees.

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, seven (7) members elected by the Congregation for a term of two (2) years. The immediate past President of the Congregation shall serve on the Board of Trustees with the right to vote.

“Immediate Past President” shall mean a member in good standing who served to the end of a term as President after election, and who served most recently before the commencement of the current President's initial term as President.

In addition, the Presidents of the Sisterhood and Men’s Club shall serve on the Board of Trustees with the right to vote. The youth group may have a representative on the board of trustees without the right to vote.

Section 2. The Congregation shall elect seven (7) general trustees each to a term of two years. No individual may serve in any Board capacity—Executive Board or General Trustee—for more than eight (8) consecutive years total unless elected President in his/her seventh (7th) or eighth (8th) year, in which case that individual may complete one full two (2) year term as President. No Member may serve on the Board who resides in the same household as, or is the spouse, parent, grandparent, child, or grandchild of another current board member. Any Congregation member in good standing who meets the requirements set forth in Article V, Section2, and elsewhere in these bylaws, 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 as set forth in Article V, Section 2, and elsewhere in these bylaws, for the duration of that position’s term.

Section 5. The Board of Trustees shall meet a minimum of ten (10) times per calendar year. 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. Except where otherwise stated in these bylaws, 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.

Section 10. The Board of Trustees shall implement and promulgate a Conflict of Interest Policy to prevent any Conflict of Interest or the appearance of a Conflict of Interest from affecting any decision-making involving the Board of Trustees, or Committees.

Section 11. Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting if all of the voting members of the Board of Trustees approve such proposed action in writing (which may be provided by electronic transmission), and such writing or writings are filed with the minutes of proceedings of the Board of Trustees.

Article IX: Executive Committee

Section 1. There shall be an Executive Committee consisting of the Officers of the Congregation chaired by the President.

Except as otherwise limited by these bylaws, the duties of the Executive Committee shall include:

1. Implementing short and long-term strategic planning;
2. Authorizing expenditures in light of emergencies, as defined in a policy established by the Board of Trustees;
3. Reviewing deeds, contracts and other legal documents obligating the Congregation to a financial level below an amount established by the Board of If approved, such deeds, contracts and other legal documents must be signed by an officer of the Congregation;
4. Seeking legal counsel as needed on behalf of the Congregation;
5. Performing any additional responsibilities delegated by the Board of Trustees.

Section 2. All of the above-listed duties must be reported to the Board of Trustees in a timely manner.

Section 3. The 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. Any elected Trustee who fails to attend three consecutive meetings or four meetings in a fiscal year may be relieved of their office by the President, and their position will be declared vacant upon thirty (30) day notice to such Trustee. If within such thirty (30) day period an explanation is provided to the board and such explanation is accepted as being satisfactory by a majority of the board present and voting the Trustee will be allowed to continue as a Trustee.

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

1. 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 The Rabbi shall confer with the Ritual Committee established to deal with spiritual and ritual matters.
2. 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.
3. 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.
4. 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 Rabbi shall have no voting rights. Further, the Rabbi shall be a nonvoting member of all committees.
5. 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

1. The Cantor, or cantorial soloist, will exercise his/her duties under the supervision of the Rabbi.
2. 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.

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, but are not limited to Ritual, Religious Education, Membership, Budget and Finance, Marketing, Legal, Fundraising, Programming, Social Action, Caring, Senior Social, Tzedakah.

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. This Committee shall be chaired by the Treasurer of the Congregation.

Section 6. Facilities: The Board of Trustees, with the approval of the President (or the First Vice President in the absence of the President) may confer upon the Executive Director, or other such person(s) it sees fit under the supervision of the President shall keep all buildings and property of the Congregation in good order and repair and establish,, rules and regulations for the use of the Congregation’s facilities.

Section 7. 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 8. 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. No affiliate may have as full voting members of that group persons who are not members in good standing of the 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 two (2) members of the Board, and five (5) 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 a maximum of two (2) Members who are eligible to serve per Article V, Section 2, and elsewhere in these bylaws, for each Officer and Trustee position to be filled at the next election. In the event that only one (1) candidate is identified for any given office, the election may proceed. Any member who wishes to be nominated for an Officer or Trustee position must appear before the Nominating Committee.

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. Any member of the Congregation, who has been a member in good standing for no less than two (2) fiscal years, who desires to run for office may declare his/ her interest by notifying the Nominating Committee at least forty-five (45) calendar days prior to the annual meeting.

Section 5. Notice of candidates for any elective office must be sent by the Board by mail or verifiable electronic means to all members of the Congregation at least thirty (30) 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. Each position shall be considered and voted on independently from any others. That fact that all candidates for open positions may be listed on one paper shall be in no way construed as a recommended slate of candidates. 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. In order to receive a ballot at the Annual Meeting, all members eligible to vote must sign a register acknowledging receipt of their ballot. All signed registers must be held for a minimum of five (5) years, as part of the official Congregational records.

Section 9. The term of all offices shall coincide with the beginning and end of the fiscal year.

Section 10. A committee of three (3) general congregants in good standing, who are present at the Annual Meeting, shall be selected from volunteers to count the ballots. Counting shall take place immediate after the ballots are collected, and the results of the count reported to the President as soon as the counting is concluded.

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 to a financial level below $50,000, as well as employee contracts, shall require the approval of the Executive Committee, and, if approved, must be signed by an Officer of the Congregation. All deeds, contracts and other legal documents, other than employee contracts, obligating the Congregation to a financial level above $50,000, shall require the approval of the Board of Trustees, and, if approved, must be signed by an Officer of 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 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 votes cast 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 they 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 e