BY LAWS OF CONGREGATION BETH ISRAEL OF SAN DIEGO
The name of this Congregation shall be:
“CONGREGATION BETH ISRAEL OF SAN DIEGO”
The purpose of the Congregation shall be:
To worship God in accordance with the Jewish tradition; to advance the principles of Reform Judaism; to cultivate a love and understanding of the Jewish heritage; to stimulate fellowship within this Congregation and in the Jewish community of San Diego; to strengthen the bonds of loyalty to Jewish people everywhere; to promote the principles of righteousness and harmony among all members of society.
Section 1. Eligibility
Any individual who subscribes to the purposes of the Congregation as stated above and who is at least eighteen (18) years of age shall be eligible for membership, with his or her spouse and dependent minor children, upon application, subject to approval by the Board of Directors.
Section 2. Dues, Financial Commitment and Assessments
Each member shall pay an annual membership commitment (“commitment”) and assessments as may be determined from time to time by the Board of Directors, for the purpose of providing the funds required to maintain and operate the Congregation, its facilities, services and programs.
(a) The commitment and assessments of a new member shall be determined and payment or arrangements for payment thereof shall be made at the time they become a member.
(b) The commitment of all other members shall be determined by July 1 of each fiscal year. Such commitment shall be due on July 1 of each fiscal year and, unless one-half (1/2) of the dues are paid in full by December 31 of said fiscal year and unless the balance of the dues are paid in full by the following June 30 of said fiscal year, such commitment shall be deemed delinquent.
(c) Assessments (including amount pledged for any purpose other than the commitment or approved installments thereof likewise shall be due on July 1 of each fiscal year and unless paid in full by the following June 30 of said fiscal year shall be deemed delinquent.
(d) Notwithstanding the foregoing, the Board of Directors may waive, extend or modify any financial obligation due from a member.
(e) A member whose commitment or assessments are not delinquent shall be a member in good standing.
Section 3. Termination and Resignation
(a) A member whose commitment or assessments are delinquent shall not be a member in good standing.
(b) At the discretion of the Board of Directors, a member may be terminated from membership after a member’s commitment or assessments are delinquent for a period of not more than six (6) months after the end of a fiscal year, whereupon all rights and privileges of the terminated member in the Congregation shall cease.
(c) A member not in good standing or a terminated member may be reinstated.
(d) A member may resign at any time.
(e) Termination of a member or resignation by any member shall not relieve that member from the payment of any obligation owing to the Congregation at the time of such termination or resignation.
Section 4. Annual and Special Meetings
(a) There shall be an annual membership meeting (“Annual Meeting”) each year during the last quarter of the fiscal year on a date to be determined by the President and confirmed by the Board of Directors.
(b) A special membership meeting (“Special Meeting”) shall be convened at any time as follows: (i) at the discretion of the President acting alone, (ii) by the President within thirty (30) days, excluding Jewish and legal holidays occurring during such period, after receipt by the President or the Executive Director of a written request signed by at least seventy-five (75) members in good standing and specifying the business desired to be considered or transacted at such Special Meeting, or (iii) by a majority of the Board of Directors.
(c) If the request for a Special Meeting is received by the President or Executive Director at least twenty (20) days prior to a previously noticed Special or Annual meeting, the meetings shall be combined and a supplemental notice shall be mailed or electronically transmitted to all members at least seven (7) days prior to the combined meeting. That supplemental notice shall specify at least the additional business to be conducted.
(d) Only members in good standing may vote or speak (subject to reasonable regulations established by the President) at Annual and Special Meetings.
(e) Annual and special meetings may be held in person, or by means of electronic video screen communication or other electronic transmission if authorized by the Board of Directors. In the event that such meeting is held virtually, the Executive Director will implement reasonable measures for the verification of members’ identities and establish a reasonable opportunity for members to participate in the meeting and vote on matters submitted to members. A record of that vote or action will be maintained. Alternatively, such meetings may be held in any other manner consistent with Corporations Code Section 9411.
Section 5. Meeting Agenda and Notices
By the February meeting of the Board of Directors, the President shall announce the date of the Annual Meeting.
(a) No later than 45 days prior to that Annual Meeting, all members shall be sent notice (“Initial Notice”) of the date of the Annual Meeting and the tentative agenda.
(b) No later than thirty (30) days prior to the date of the Annual Meeting, a written request (signed by at least seventy-five (75) members in good standing) may be submitted to the President or Executive Director specifying additional or alternative business. Such business shall be conducted at the Annual Meeting.
(c) No later than thirty (30) days prior to the Annual Meeting, other nominations may be submitted to the President or Executive Director in accordance with the requirements of Article IV, Section 5.
(d) The final agenda, together with a list of all candidates being presented for election by the Nominating Committee and notice of the date, time and location of the Annual Meeting (“Final Notice”), shall be mailed or electronically transmitted to all members at least twenty (20) days prior to that Annual Meeting.
Notice of any Special Meeting shall be mailed or electronically transmitted to all members at least fifteen (15) days prior to any such Special Meeting. The notice shall contain the date, time, place of, and general nature of the business to be considered or transacted at that meeting.
Notices of Annual Meeting or Special Meetings may be done electronically.
Section 6. Quorum
A quorum of at least seventy-five (75) members in good standing shall be required to be present to convene and for the transaction of any business at any membership meeting.
Section 7. Voting
(a) Only members in good standing shall be entitled to vote on matters presented to meetings of the Congregation.
(b) In case of a family, both spouses shall each be entitled to one (1) vote.
(c) The dependent minor children of members (Article III Section 1) are not entitled to vote.
(d) If a member wishes to cast an absentee vote, the member must mail a written request for an absentee ballot, signed by the member, to the Executive Director at least ten (10) days prior to the scheduled voting day. Such absentee vote may be cast only for election of Directors and election of members of the Nominating Committee. The Executive Director must mail, such absentee ballot to each member in good standing duly requesting the same. The absentee ballot shall be completed by the member and must be received by the Executive Director before the commencement of the membership meeting. In the case of the Annual Meeting, no absentee ballot may be mailed before the mailing to members of the Final Notice of that meeting. Once a member’s absentee ballot has been received by the Executive Director, such absentee ballot may not be withdrawn and the member may not vote in person or electronically at the meeting. With respect to the election of Directors and Nominating Committee members, in the event a duly nominated candidate withdraws from the election before such meeting, the membership may vote on the remaining candidates at such membership meeting.
(e) The Executive Director shall maintain the secrecy of the ballot process.
(f) All ballots, whether paper or electronic, shall be counted contemporaneously. In the event of electronic voting the Congregation will abide by Section 4.(e).
(g) No member may authorize another person or persons to act by proxy in any voting matter.
BOARD OF DIRECTORS
Section 1. Powers
All powers of the Congregation shall be exercised by or under the authority of the Board of Directors which shall be vested with the management and control of affairs, records, funds and other property of the Congregation, unless otherwise specifically set forth in these By-Laws.
Section 2. Number and Qualifications
The Board of Directors shall consist of no fewer than sixteen (16) and no more than twenty-four (24) elected directors, all of whom shall be members in good standing with the Congregation (“Elected Members”). The exact number of Elected Members shall be fixed from time to time by the Board of Directors within these specified limits. Up to two (2) other past presidents designated by the President, subject to the approval of the Board of Directors may also serve with voting privileges. The presidents of Men’s Club and Women of Beth Israel and any other Board authorized auxiliary of the Congregation, during their tenure in such offices, shall be ex-officio members of the Board of Directors without voting privileges, except that one vote per auxiliary shall be granted whenever the respective group possesses one hundred (100) paid members who are members in good standing of the congregation. The determination of voting rights of the auxiliary presidents shall be determined annually as of June 30. In addition, the president of the Congregation’s senior youth group shall be ex-officio members of the Board without voting privileges.
Section 3. Honorary Board Consultants
Upon nomination by the President, any past president of the Congregation who has been an elected member of the Board of Directors for at least twelve (12) years and has served the Congregation and the Board of Directors with extraordinary devotion, diligence and dedication may, in the discretion of the Board of Directors, be elected as an Honorary Board Consultant by secret ballot by a two-thirds (2/3) vote of Directors present. An Honorary Board Consultant shall be an ex-officio member of the Board of Directors, without voting privileges, whose term shall be three (3) years.
Section 4. Election and Tenure
At the Annual Meeting, nominated members shall be elected by secret ballot for a three (3) year term commencing upon their election. A sitting Board member shall continue in office until a successor is elected.
No person may serve more than two (2) complete consecutive terms as director, unless that person is serving as an officer on the Board of Directors. A Board member who has completed the term(s) of service either under the provisions of this section or through resignation may not serve as an elected Director or be appointed to a vacancy for a period of two (2) years.
Section 5. Nominations
Nominations for election of Directors at the Annual Meeting shall be submitted by the Nominating Committee. Such nominations shall be contained in the Initial Notice of the Annual Meeting. Other nominations shall be contained in the Final Notice of the Annual Meeting. Other nominations may be made only by written petition signed by at least twenty-five (25) members in good standing, and consented to in writing by the nominee, submitted in a timely fashion in accordance with Article III, Section 5.
Section 6. Removal and Resignation
(a) Removal. The Board of Directors may remove a Director after three (3) consecutive absences from Board meetings in any one year, or, for any good cause, by secret ballot with a two thirds (2/3) vote of the Directors present. For purpose of this section, a year shall commence on July 1 and end on June 30.
(b) Resignation. Any Director may resign by giving written or verbal notice to the President, Secretary or Board of Directors. Said resignation shall be effective upon giving such notice unless the notice specifies a later time for the resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor, pursuant to Section 7 below, to take office when the resignation becomes effective.
Section 7. Vacancies
In the event of any vacancy on the Board of Directors, the remaining Directors shall elect a successor from the recommendations submitted by the Nominating Committee to fill the unexpired term. Such election shall take place no later than the second Board meeting following such vacancy. The unexpired term of such vacant director position shall not be included in determining whether any Elected Director has served the maximum number of complete terms as permitted in Article IV, Section 4. above.
Section 8. Regular and Special Board Meetings
The Board of Directors shall hold regular meetings. The Board shall meet a minimum of eight times per year. A special meeting of the Board of Directors may be convened at any time by the President and must be convened by the President within seven (7) days after receipt by the President or the secretary of a written request signed by at least five (5) Directors eligible to vote and specifying the business desired to be considered or transacted at such meeting. Members of the Congregation may speak at any regular or special meeting of the Board of Directors, subject to reasonable regulation by the President. Members of the Congregation may be excluded from the meeting by majority vote of the Board members.
Meetings may occur via remote communication as long as the following requirements are satisfied: (i) each board member participating in the meeting can communicate with all of the other board members concurrently, and (ii) each board member is provided the means of participating in all matters before the Board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the Board of Directors. Any other method of remote communications consistent with Corporations Code 9211 is also permitted.
Section 9. Notice of Meetings
Notice of the time and place of the regular meeting of the Board of Directors shall be submitted by e-mail or regular mail to all Directors at least five (5) days prior to such meetings. Notice of the time and place of, and the general nature of the business to be considered or transacted at, any special meeting shall be submitted by e-mail or regular mail to all Directors at least three (3) days prior to any such special meeting.
Section 10. Quorum
A majority of the number of Directors authorized to vote in the By-Laws constitutes a quorum of the Board of the transaction of business.
Directors, as long as they are physically not in San Diego at the time, may attend all or a part of a Board Meeting telephonically or electronically and may cast a vote regarding a particular matter as long as they are present for the entirety of the discussion on the matter. Each Director who attends a meeting telephonically, or by any other means of technology, will be responsible for any costs associated with attending in that fashion.
Directors may use electronic mail voting, as permitted by, and subject to, Section 9413 of the California Code of Corporations, to vote on any action which may be taken at a regular or special Board meeting without such meeting by written ballot; and The Secretary of the Board of Directors shall ensure current electronic mail addresses for each member of the Board of Directors is properly maintained.
Section 1. Election
The Board of Directors shall elect annually from among the Directors at their first meeting following the Annual Meeting, a President, , one (1) or more Vice-Presidents, a Secretary and a Treasurer, to serve, commencing upon their election, for a term of one (1) year and continuing until their successors are elected. Any vacancy in an office shall be filled by the Board of Directors. A President-Elect shall be decided upon and brought forth to the Board for election in the year the current presiding President’s term expires.
Section 2. President
The President shall have the responsibility and authority for the general supervision and management of the affairs of the Congregation, subject to the direction of the Board of Directors. The President shall preside at all meetings of the membership, the Board of Directors, and the Executive Committee. The President shall appoint all committees, other than elected committees, and shall be an ex-officio member of all committees. The President shall serve a maximum of three (3) consecutive years.
Section 3. President-Elect, Vice-Presidents
The President-Elect shall perform the duties of the President in the event of the President’s absence or disability, and a Vice-President, as determined by the Board of Directors shall perform the duties of the President-Elect in the event of the absence or disability of the President-Elect, or in the event the President-Elect is performing the duties of the President. The President-Elect and the Vice-President(s) shall have such other duties as may be designated by the President and/or the Board of Directors. The President-Elect shall serve a maximum of three (3) consecutive years.
Section 4. Secretary
The Secretary shall ensure recordation and maintenance of the minutes of all meetings of the membership and the Board of Directors and shall be responsible for ensuring due notice of all meetings. The Secretary shall also ensure the maintenance of the membership records of the Congregation. The Secretary shall serve a maximum of four (4) consecutive years.
Section 5. Treasurer
The Treasurer shall serve as financial officer of the Congregation and as chair of the Finance Committee. The Treasurer shall oversee and keep the Board informed of the financial condition of the Congregation and of audit or financial review results. The Treasurer shall ensure the establishment of responsible procedures governing the disbursement, control and custody of all funds, securities and valuable financial papers. The Treasurer shall deliver an Annual Report at the Annual Meeting, and perform such other duties properly required of the Treasurer by the Board of Directors. The Treasurer shall serve a maximum of four (4) consecutive years. All persons who are authorized by the Board of Directors to sign checks of the Congregation shall be bonded by a surety company acceptable to the Board of Directors. Said bond shall be paid by the Congregation.
Unless otherwise authorized by vote of the Board of Directors, all expenditures shall be by check, and each check shall be signed by at least two officers of the Congregation or one officer and the Executive Director of the Congregation. All persons who are authorized to sign checks of the Congregation shall be bonded by a surety company acceptable to the Board of Directors, the bond to be in the amount and for the period determined by the Board of Directors. Said bond to be paid by the congregation.
Section 6. Immediate Past President
The President will serve as Immediate Past President for a two-year term immediately following his or her term as President. The Immediate Past President shall serve as a resource to the board and current President. The Immediate Past President shall serve as a voting member of the Board.
Section 1. Elected Standing Committee
The Nominating Committee shall be an elected standing committee, the composition and functions thereof to be as follows:
(a) The Nominating Committee shall consist of seven (7) members of the Congregation, four (4) of whom shall be nominated by the President and elected by the Congregation at the Annual Meeting and three (3) of whom shall be appointed by the President immediately following the Annual Meeting. Not more than three (3) members of the Committee shall be members of the Board of Directors. The Chairman of the Committee shall be selected by the President. A member of the Committee may not serve more than three (3) consecutive one-year terms. The duties of the Committee shall be to present, when necessary, nominee(s), to the Congregation or Board of Directors. A majority of the committee members must be present to conduct business.
Section 2. Other Standing and Special Committees
The President may appoint Standing committees and Special committees as required to facilitate the programmatic and/or administrative needs of the Congregation.
Attendance at Standing or Special committee meetings shall be open to all members of the Congregation at the discretion of the committee chair.
Section 3. Executive Committee
The President may appoint an Executive Committee consisting of the elected officers, the Immediate Past President and such other Congregation members as the President may designate. It shall act in an advisory capacity to the President and to the Board of Directors.
Section 1. Selection of a Senior Rabbi
The Senior Rabbi of the Congregation shall be initially recommended by a special pulpit committee appointed by the President which shall consist of at least twelve (12) members of the Congregation, one-fourth of whom shall be Directors, plus the president who shall be the co-chair and who shall select a member in good standing as their co-chair. The recommendation shall be subject to the approval of the Board of Directors and the members of the Congregation. The recommendation as approved by the Board of Directors shall be referred to the membership at its next Annual Meeting, or a Special Meeting called for such purpose, where an approval by secret ballot by two-thirds (2/3) of the members in good standing that are present and vote shall be required for the employment of the Senior Rabbi. The salary, length of employment and other terms of a written employment agreement must be approved by the Board of Directors. The first renewal of the Senior Rabbi’s employment shall be approved by both the Board of Directors and a majority of those members in good standing who are present and vote at the Annual Meeting, or at a Special Meeting called for that purpose, at which such vote is taken. Any succeeding renewal shall require the approval of the Board of Directors.
Section 2. Terms of Employment
(a) Upon approval by the Congregation, as set forth in Section 1. above, the Senior Rabbi shall serve an initial term of employment not to exceed three (3) years. The length of all succeeding terms of employment shall be determined by the Board of Directors as set forth in Section 1. above.
(b) During any term of employment of the Senior Rabbi, either the Board of Directors or the members of the Congregation may terminate the employment of the Senior Rabbi for cause, as defined in the employment agreement between the Senior Rabbi and the Congregation. Such action by the members of the Congregation may be taken upon a vote by secret ballot by a majority of the members in good standing that vote at a meeting of the membership for which notice referred to such proposed action, provided that not less than twenty percent (20%) of the total members eligible to vote, shall be required to vote in favor of such action.
Section 3. Duties and Responsibilities of Senior Rabbi
The duties and responsibilities of the Senior Rabbi shall be those traditionally or customarily performed by a Rabbi under the principles and practices of Reform Judaism and as may be designated by, and subject to the policies of, the Board of Directors. The Senior Rabbi shall be entitled to attend all meetings of the Board of Directors and committees, except when excluded by majority vote, provided, however, the President may exclude the Senior Rabbi from meetings involving the Senior Rabbi’s compensation, or performance.
Section 4. Hiring of Senior Personnel
(a) The Board of Directors may, in its discretion, approve the hiring of such additional clergy and senior staff as the Board shall determine, including but not limited to, one or more associate and/or assistant Rabbis, Cantors and an Executive Director.
CEMETERY AND MAUSOLEUM
Section 1. Home of Peace Jewish Cemetery
The Congregation is a member of the Jewish community’s Home of Peace Cemetery Corporation. Congregation may appoint from the temple membership one (1) person to serve as a member of the Board of Directors of the Home of Peace Cemetery Corporation to participate in its management and operation as recommended by the C&M Committee.
These By-Laws may be amended by presentment of a proposed amendment in writing approved by the Board of Directors or signed by at least twenty-five (25) members in good standing, and adopted at a membership meeting by at least two-thirds (2/3) of the members present and in good standing. Notice of the meeting shall contain a summary of such proposed amendment(s).
The Congregation was formed and exists, and its property and income are irrevocably dedicated, solely for religious purposes. No member shall have any proprietary interest in any such property or income. Upon dissolution or liquidation of the Congregation, all of its property shall not devolve upon any individual, but shall be transferred to a fund, foundation or corporation organized and operated solely for religious purposes as may be selected by the last Board of Directors of the Congregation.
Before any transaction involving the receipt or expenditure by the Congregation of One Hundred Thousand Dollars ($100,000.00) or more shall be made for the purchase, sale, exchange or alienation or encumbering, mortgaging, hypothecating or subjecting to trust deed indebtedness of real property, or for the design, construction or alteration of buildings or other improvements on real property, the Board of Directors shall ascertain the relevant material facts and submit them to the Congregation at an Annual or Special Meeting. An affirmative vote of sixty percent (60%) of the members present and in good standing at such meeting shall be required to authorize the execution of any such transaction.
Notwithstanding the foregoing, neither (a) the purchase by the Congregation with gift, bequest or endowment funds of real property solely for endowment purposes or (b) the sale or exchange of real property acquired and maintained by the Congregation solely for endowment purposes, shall be subject to the provisions of this Article.
The fiscal year of the Congregation is hereby established as that period commencing July 1 of each year and ending June 30 of the following year.
RULES OF ORDER
Robert’s Rules of Order shall govern the transaction of business at meetings of the Congregation and the Board of Directors, except as otherwise herein provided. Upon written request of twenty-five (25) members in good standing, at least ten (10) days prior to an Annual or Special Meeting, a registered parliamentarian shall be engaged for that meeting by the President at the expense of the Congregation.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
Section 1. Right of Indemnity
To the fullest extent permitted by law, the Congregation shall indemnify its directors, officers, employees, professional staff member (including but not limited to rabbis and cantors), or other agent of the Congregation and other persons described in Section 9246(a) of the California Corporations Code, including persons formerly occupying any such positions, against all expenses (as that term is defined in that Section), judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding”, as that term is defined in that Section.
Section 2. Approval of Indemnity
Upon written request to the Board by any person seeking indemnification under this Article IX, the Board shall promptly determine in accordance with Section 9246(a) of the California Corporations Code whether the applicable standard of conduct set forth in Section 9246(b) or Section 9246(c) of the California Corporations Code has been met. If the Board so determines, the Board shall authorize such indemnification. If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to the proceeding, the Board shall promptly call a meeting of Members. At that meeting, the Members shall determine under Section 9246(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 9246(b) or Section 9246(c) has been met and, if the Members so determine, the Members present at the meeting shall authorize such indemnification.
Section 3. Advancement of Expenses
To the fullest extent permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 1 and .2 above in defending any proceeding covered by those Sections shall be advanced by the Congregation upon receipt by the Congregation of an undertaking by or on behalf of that person which undertaking shall provide that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Congregation for those expenses.
In addition to any other insurance carried by the Congregation, if it is fiscally reasonable to do so, the Congregation shall have the authority to purchase and maintain insurance on behalf of its officers, directors, employees, and other agents against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of any officer’s, director’s, employee’s, or agent’s status as such. The Board shall determine and approve the limits, terms and conditions of any such insurance.