Constitution

 

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ARTICLE I
NAME

The name of this congregation shall be Kehillat Chovevei Tzion.

ARTICLE II
OBJECT

The object of this congregation shall be to establish and to maintain regularly scheduled, traditional non-egalitarian Jewish prayer services.

ARTICLE III
STANDARDS OF RITUAL PRACTICE

The ritual practice shall conform to the following:

1. A minyan shall consist of ten or more Jewish males over the age of 13 years.

2. Only Jewish males above the age of 13 years who are not otherwise prohibited shall be entitled to lead the prayer services and/or receive ritual honors.

ARTICLE IV
MEMBERSHIP

Sec. 1. Any adult person of the Jewish faith, of good moral character, who shall indicate a willingness to abide by the religious standards set forth by the congregation, shall be eligible for membership in the congregation.

Sec 2. Application for membership shall be made to the Membership Committee, which shall report on each application to the Board of Trustees for action.

Sec 3. Membership shall be extended to married couples, as well as to single men and women; each member shall be entitled to all membership privileges.

Sec. 4. A majority vote of the members present at a regular or special meeting of the Board of Trustees shall be required to elect an applicant to membership.

Sec. 5. A member may be suspended or expelled by a two-thirds vote of the Board of Trustees at any regular or special meeting for any of the following reasons:

1.Failure to pay such required obligations as specified in Article V for a period of two years or more.

2. Conduct which brings discredit upon the Jewish people.

Sec. 6. A member in good standing is defined as a member who is current in his financial obligations to KCT, and who has not been suspended or expelled.

ARTICLE V
DUES, SUBSCRIPTIONS, ASSESSMENTS, AND TUITION

All members shall pay such dues, subscriptions, assessments, and tuition as shall be recommended solely by the Board of Trustees for the approval of this congregation. The fiscal year of Kehillat Chovevei Tzion shall be from January 1 to December 31. The Board of Trustees may, at their discretion, relieve a member of any or all of his/her obligation for dues, subscriptions, assessments, and tuition due to that member's financial condition. The Board of Trustees may, at their discretion, relieve a member of any or all of his/her privileges of membership for non-payment of such dues, subscriptions, assessments, and tuition beyond the due date.

ARTICLE VI
PRIVILEGES OF MEMBERSHIP

Members in good standing shall enjoy the following privileges:

    1. To attend all meetings of the congregation.
    2. To have a voice and a vote at all meetings of the congregation.
    3. To hold office in the congregation.
    4. To participate in all religious services of the congregation subject to Article III.

ARTICLE VII
MEETING

Sec. 1. There shall be regular meetings of the congregation as may be needed to transact the business of the congregation as defined in this Constitution. These meetings shall be determined by the Board of Trustees, or as otherwise specified in this Constitution, and called by the President. The meeting in which the Congregation's annual budget is presented for approval shall be considered the Annual Meeting of the Congregation. Notice of the Annual Meeting shall be given by the Secretary of the Congregation to all members of the congregation, not less than fourteen (14) days prior to such meeting.

Sec. 2. A special meeting of the congregation may be called by the President whenever, at his discretion, he deems it necessary, and must be called by him at the written request of 20% of the members in good standing of the congregation, or of two members of the Board of Trustees. Said requests shall state the reason for and purpose of the meeting. In the event that the President fails to issue a call for the special meeting within five (5) days after being requested to do so, any other officer may issue such call. The meeting must take place within 30 days of the request.

Sec. 3. No business shall be transacted at the special meeting except for the purpose stated in the call. Notice of such special meetings shall be given by the Secretary of the congregation to all members of the congregation not less than fourteen (14) days prior to such meeting.

Sec. 4 At any meeting of the congregation, regular or special, a quorum for the transaction of business shall consist of a number equal to 20% of the members in good standing of the congregation, including officers present, but a lesser number may adjourn the meeting to some future time, not less than six (6) nor more than twenty (20) days from the date thereof, and the Secretary shall thereupon give at least three (3) days notice of such adjourned meeting to all members who are absent from said meeting.

ARTICLE VIII
BOARD OF TRUSTEES

Sec. 1A. The management and administration of the affairs of the congregation shall be vested in the Board of Trustees. The Board shall consist of no fewer than eight (8) and no more than twelve (12) elected members, each of whom shall be elected for a term of two years in such a manner that each year the terms of at least four members shall expire. At each annual election the number of trustees to be elected shall be no fewer than four (4) and no more than six (6).

    Additionally, if the immediate Past President of the congregation has not been elected to the Board of Trustees, he shall serve as an ex-officio member of the Board for one year.

Sec. 1B. If a Past President serves as an ex-officio Board member, he will be entitled to vote on all matters brought before the Board, except that he is not eligible to vote for officers for the Board. This restriction applies to both the regular election of officers by the Board as described in Article IX, Section 2 below, and to any special election of officers by the Board which might occur as the result of an office becoming vacant between regularly scheduled elections. Furthermore, since he has not been elected to the Board, the ex-officio President is not eligible to be elected as an officer.

Sec. 2. The Board of Trustees shall be charged with and assume control of all of the property of the congregation; shall designate the financial institutions wherein the funds of the congregation shall be deposited; shall be responsible for all expenditures and disposal of congregation funds and property, but shall not invest any of the funds of the congregation in any investments which are not legal for savings banks in the state, nor set aside any funds which would avoid the necessity of the President, the Treasurer or two other trustees designated by the President signing withdrawal vouchers or check against it.

Sec. 3. The Board of Trustees shall make such rules and regulations consistent with this constitution, as they my deem advisable, for the proper conduct of their meetings and for the furtherance of the general purposes of this congregation.

Sec. 4. The Board of Trustees shall meet on such days as the Board, by resolution, may designate. The Board of Trustees shall meet a minimum of eight times per year. A quorum thereat shall be five. No matter may be decided upon by the Board except by a majority vote of the members present.

Sec. 5. The Chairman of the Board of Trustees shall be the President of the congregation. As chairman he shall have no vote, except in the event of a tie vote.

Sec. 6. Special meetings of the Board of Trustees may be called by the Chairman at his discretion, and must be called by him at the written request of two members of the Board. Said request shall state the reason for and the purpose of the meeting. In the event that the Chairman fails to issue a call for a special meeting within five (5) days after being requested to do so, any other officer may issue such call. The meeting must take place within 30 days of the request.

Sec. 7. In the event of the death, incapacitation, or resignation of a member of the Board other than officers, a successor shall be elected by the Board of Trustees to fill the vacancy until the next annual meeting, at which time a Trustee shall be elected to fulfill the unexpired term.

Sec. 8. Deleted.

Sec. 9. A Trustee may be removed from the Board by 75% of the elected Board members at a special meeting of the Board of Trustees called for this purpose. The President is eligible to participate in such a vote. The ex-officio Past President is not eligible to participate in such a vote.

ARTICLE IX
ELECTION OF TRUSTEES AND OFFICERS

Sec. 1. Only members in good standing shall be eligible to be elected to the Board of Trustees.

Sec. 2. The officers of the congregation shall be a President, Vice President, Treasurer, and Secretary. Commencing after the election of Trustees, the Nominating Committee (as defined in Article IX, Sec. 4) shall solicit and collect nominations for candidates for officers of the congregation from elected members of the Board of Trustees. A Trustee may nominate only himself as a candidate for office. If there are no volunteers for any particular office, then the Nominating Committee shall actively seek a candidate. Fourteen (14) days after the election of Trustees, the Nominating Committee shall submit a report to all members of the Board of Trustees setting forth those names of candidates for each officer of the congregation. At its first meeting following the election of Trustees, the Board shall elect the officers by secret ballot. The Board of Trustees shall elect these four officers from the elected Board members as the first item of business at the first regularly scheduled Board meeting following the general congregational meeting at which Board elections were held. This Board meeting shall take place no later than the last day of the month following said congregational meeting. The election of officers will be chaired by the current (outgoing) President. Immediately following the election, the newly elected President shall assume the chairmanship of the Board of Trustees.

Sec. 3. Only members of the Board of Trustees shall be eligible for the offices of President, Vice President, Treasurer, and Secretary. The officers of the congregation shall be elected for one year terms and shall serve until their successors are elected and duly inducted into office. Trustees shall serve until their terms expire.

Sec. 4. Nominations. During the month of October in each year, the President shall appoint a Nominating Committee from the congregation whose duty it shall be to solicit and collect nominations from the congregation at large for candidates for seats on the Board of Trustees to be elected at the next annual election. The Nominating Committee shall notify the Secretary at least thirty (30) days before the date of the annual meeting of the names of such candidates, and the Secretary shall notify each member of the congregation of the names of the candidates simultaneously with the notice of the meeting no less than fourteen (14) days prior to said meeting. Nominations for candidates for seats on the Board of Trustees must be endorsed with the names of not less than three (3) members in good standing of the congregation excluding the prospective candidate and his or her spouse.  Any member in good standing at the time of the annual meeting shall be entitled to vote. Each member shall have one (1) vote. The vote at the annual meeting will be by secret ballot except in the case where there are exactly as many candidates running as there are slots to fill the eight required seats. In the majority of cases when a secret ballot is required, no motions from the floor to avoid the secret ballot (such as an open vote or a vote wherein the secretary casts a single vote for unopposed candidates) will be accepted. Tie votes shall be resolved by election immediately after the election resulting in said tie. Nominations from the floor will not be entertained at the general Congregational meeting at which the elections are held, subject to the following exception: If fewer than the required four (4) candidates are on the ballot presented by the Nominating Committee, then nominations from the floor will be accepted in order to bring the total to four. Once four candidates (including those on the ballot presented by the Nominating Committee) have been identified, no further nominations will be accepted.

Sec. 6. In case of a vacancy in any of the offices other than the President, the Board of Trustees shall elect one of its members to fill the vacancy for the unexpired term of any such officers. Should the office of President become vacant, it shall be filled by the Vice President.

ARTICLE X
DUTIES OF THE OFFICERS

Sec. 1. The President shall be the highest elected officer of the congregation. The President shall preside at all meetings of the congregation and the Board of Trustees, appoint all committee chairmen subject to the approval of the Board of Trustees, and shall be a member ex-officio of all committees, but shall not have the right to vote at meetings of such committees. The President or his designee shall sign all deeds, contracts, and other documents to be executed on behalf of the congregation. The President shall enforce this constitution and carry into effect all resolutions of the Board of Trustees and of the congregation.

Sec. 2. The Vice President shall serve as a member of the Board of Trustees and, in the absence of the President, shall temporarily exercise the powers and discharge the duties of the President. The Vice President shall be a member ex-officio of all committees, but shall not have the right to vote at meetings of such committees, except at such committees to which the Vice President has been specifically appointed. He shall oversee the ritual practices of the congregation and shall be a member of the Ritual Committee.

Sec. 3. The Treasurer shall receive and account for all monies belonging to the congregation and place such monies in such depositories as the Board of Trustees may direct. He shall pay such obligations of the congregation as shall be authorized by the Board of Trustees. He shall record the collections of dues, subscriptions, assessments and tuition, keep a correct account of same, and transmit to the Board of Trustees all accounts which according to this constitution are deemed delinquent. He shall provide for an annual inspection of the books of account of the congregation to assure financial integrity.

Sec. 4. The Secretary shall keep an accurate record of all the proceedings of the congregation and the Board of Trustees, issue all notices for meetings, and carry on all correspondence of the congregation and the Board of Trustees.

ARTICLE XI
COMMITTEES

Sec. 1. The President shall appoint the chairmen of all of the congregational committees. This includes committees defined in this Constitution, committees defined in the congregation's by-laws, and any ad-hoc committees.

Sec. 2. The standing committees of the congregation shall be as follows:

a. Ritual Committee

    It shall arrange for and maintain the congregation's regularly scheduled traditional non-egalitarian prayer services.

b. Membership Committee

    It shall be responsible for and implement all membership acquisition programs. It shall formulate programs for membership acquisition for the consideration of the Board of Trustees. It shall receive applications for membership, investigate such applications, and present them for appropriate action to the Board of Trustees.

    It shall publicize the congregation's prayer services, fundraising events, and other activities to the congregation's members and the neighboring Jewish community at large.

    It shall be responsible for and implement all fundraising events. It shall formulate programs for fundraising for the consideration of the Board of Trustees.

Sec. 3. It shall be at the discretion of the President of the Congregation to designate members to represent such other committees as the President may select.

ARTICLE XII
PARLIAMENTARY PRACTICE

Robert's Rules of Order shall be the standard for parliamentary procedure in this congregation, in the absence of any other rule or law governing the procedure in a particular situation.

ARTICLE XIII
AMENDMENTS

Sec. 1 This constitution, or any portion thereof, may be amended in the following manner:

a. The proposal to amend any article of subdivision thereof of this constitution, or to introduce a new article or subdivision thereof, shall be submitted in writing to the Board of Trustees, signed by not less than ten (10) members of the congregation.

b. The Board of Trustees shall consider such proposal at its next meeting.

c. Within thirty (30) days after consideration of the proposal by the Board of Trustees, a special meeting of the congregation shall be called to consider and vote on the proposal. The notice of such meeting shall include a copy of the proposal.

d. At such meeting, a report shall be submitted on the recommendation of the Board of Trustees as to action to be taken.

e. If two-thirds of the members present favor the proposal, it shall be declared adopted.

Sec. 2. A proposal for amendment which has been rejected by the congregation may not be resubmitted for the consideration of the congregation unless twelve months have elapsed since the time of such rejection.

Sec. 3. This constitution shall be reviewed periodically by an ad-hoc committee appointed by the President.

ARTICLE XIV
RETENTION OF TAX-EXEMPT STATUS

Sec. 1. No part of the net earnings of the congregation shall inure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization) and no member, trustee, or officer of the congregation, or any private individual shall be entitled to share in the distribution of the congregation's assets on dissolution of the congregation.

Sec. 2. No substantial part of the activities of the congregation shall be carrying propaganda, or otherwise attempting to influence legislation, participating in (including the publication or distribution of statements), any political campaign of any candidate for public office.

Sec. 3. Notwithstanding any other provision of this constitution, the congregation shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code.

ARTICLE XV
DISSOLUTION

Sec. 1. Should Kehillat Chovevei Tzion cease to act in its corporate capacity, the Trustees may make application to the Supreme Court of New York State for an order and decree of dissolution.

Sec. 2. The court may direct a sale and conveyance of any and all property belonging to the corporation. After providing for ascertainment and payment of debts of the corporation, and the cost and expense of such sale proceedings for dissolution, the court may direct that any surplus of such proceeds remaining be devoted and applied to any religious, benevolent, or charitable purposes that the Trustees may indicate in their petition and that the court may approve.

Sec. 3. Applications to the court shall be by petition duly verified by the Board of Trustees. The petition shall state:

    1. the reason or cause of dissolution;
    2. the situation, conditions, and estimated value of the property;
    3. the particular objects or purposes to which it is proposed to devote any surplus of the proceeds of sale of such property.

The petition shall be accompanied with proof of notice at the time and place of intended application to the court for four weeks preceding such application, in a newspaper published in the county where the corporation is located.

ARTICLE XVI
CONSTITUTION WHEN INCORPORATED

This constitution shall be the constitution of Kehillat Chovevei Tzion when its incorporation becomes a fact.

 

NOTE: Personal pronoun references throughout the constitution have not been used to distinguish between masculine and feminine individuals. Where a reference is made to "his" role, authority or privilege, such reference in fact pertains to both men and women equally without discrimination, except in matters that pertain to ritual practice.