Sun Lakes Jewish Congregation
ARTICLE I
OFFICES
SECTION 1.
PRINCIPAL OFFICE.
The principal office of
the Corporation in the State of Arizona shall be located in Sun Lakes,
County of Maricopa. The
Corporation may have such other offices, either within or without the State
of Arizona, as the Corporation may require from time to time.
SECTION 2.
REGISTERED OFFICE.
The registered
office of the Corporation required by the Arizona Nonstock Corporation Law,
may be, but need not be, identical with the principal office in the State of
Arizona and the address of the registered office may be changed from time to
time by the Board of Directors.
ARTICLE II
MEMBERS
SECTION 1.
GENERAL.
There shall be one class of
members. Each member shall be entitled to one vote on each matter submitted
to a vote at a meeting of the general membership.
SECTION 2.
Any person
may become a member of the Congregation by registering with the Membership
Chairperson/Treasurer and paying annual dues as per Article XII of these
By-Laws.
ARTICLE III
OFFICERS
SECTION 1.
EXECUTIVE COMMITTEE.
The Executive
Committee of the Corporation shall be President, Vice-President, Recording
Secretary and Treasurer.
Such other officers and assistant officers and agents as may be deemed
necessary shall be appointed at the discretion of the
President for a term to be determined
by the President.
SECTION 2.
ELECTION AND TERMS OF OFFICE.
The
officers of the Congregation shall be elected within the Board of Directors
at a special meeting. Each
officer shall hold office until the end of the year in which the officer was
elected or until death or resignation. An officer or Director may be removed
for reasons considered detrimental to the Congregation by a two-thirds (2/3)
vote of the Board of Directors.
SECTION 3.
VACANCIES.
A vacancy on the Board of
Directors because of death, a Board resignation or otherwise, shall be
filled, until the next election, by an appointment by the President of the
current Board of Directors. If
the vacancy is that of an Executive Committee member, the replacement of an
Executive Committee member shall be appointed by the President from the
current Board of Directors for the unexpired portion of the term of office.
This paragraph shall not obligate the President of the current Board
of Directors to fill a vacancy on the Board of Directors.
SECTION 4.
PRESIDENT.
The President shall preside at
all meetings; set the agenda, and call all regular Board meetings and
annual/special meetings.
The President shall appoint all standing committee
chairpersons, liaisons to the Board and any other individuals necessary to
conduct the business of the Congregation.
The President shall also assist the religious leader of
the Congregation when necessary and make all announcements at religious
services.
The President together
with the Executive Committee shall be responsible for all matters related to
personnel and/or contractors of the Congregation.
SECTION 5.
VICE- PRESIDENT.
The vice-President shall
discharge the duties of the President in the event of the absence or
disability of the latter and shall automatically become President in case of
a vacancy in the office of the President.
SECTION 6.
RECORDING SECRETARY.
The Recording
Secretary shall keep minutes of all meetings and supply copies of the
minutes to the President and all Board members prior to the next scheduled
board meeting; accept and record all committee reports, keep records of the
Corporation and supply the Board members with the agenda prior to the next
scheduled Board meeting.
SECTION 7.
TREASURER.
The Treasurer shall be
responsible for maintaining all financial records of the Congregation, but
not to include those financial records of the Sisterhood and Men’s Club. The
Treasurer shall generate monthly reports and give a full financial report to
the Board on a monthly basis except for July and August.
The Treasurer will receive all dues and other monies from whatever
sources and shall pay all bills authorized by the Congregation Board.
The Treasurer shall have as additional signatures that of the
President and that of the Vice President of the Congregation on all bank
accounts. All checks sent out
for $500 or more will require two of the above signatures. The Treasurer
shall file all necessary forms with proper government agencies including
proper tax forms as well as to ensure that all necessary insurance policies
in the name of the Congregation are paid for and consistent with the needs
of the Congregation. The
Treasurer shall be responsible for maintaining a current list of all
Congregation members. The
Treasurer shall submit all financial records of the Congregation for review
prior to the Annual Meeting of the Congregation and must, at the request of
the Board of Directors submit all financial records of the Congregation
whenever requested to do so (as per revision—December, 2003).
SECTION 8.
All
material in the possession of an officer must be transferred to their
successor within thirty (30) days following the election of the officers.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1.
GENERAL POWERS.
The affairs of the
Congregation shall be managed by its Board of Directors.
SECTION 2.
NUMBER AND TENURE.
The Board of
Directors shall consist of eleven
(11) members elected from the general membership for a two (2) year term,
together with the President of the Sisterhood and President of the Men’s
Club. The religious leaders of the Congregation shall be ex-officio members.
Each Director shall hold office until the end of the term for which they
have been elected or until a successor shall have been appointed to complete
their term.
All duly elected members of the Board of Directors will
be limited to no more than three
(3) consecutive 2-year terms.
After a hiatus of two (2) years the former Board member may once again run
for election to the Board.
A Director may resign at any time by filing a written
resignation with the secretary of the organization. Two (2) members of the
same household shall not serve as elected Board Directors concurrently.
During a fiscal year, by a 2/3 vote, the Board of Directors shall have the
power to temporarily increase or decrease the number of Directors on the
Board for that fiscal year.
SECTION 3.
BOARD OF DIRECTORS
RESPONSIBILITIES ARE THE FOLLOWING:
Determine
the Congregations’ mission and purposes, elect the officers of the Board
(Executive Committee), provide support and guidance for the President
and Executive Committee, ensure adequate resources for the Congregation to
fulfill its mission, manage Congregational resources effectively, represent
the Congregation in the community and enhance its public standing, ensure
legal ethical integrity, and maintain accountability, assist in recruiting
new Board members who will continue to support the mission of the
Congregation, attend Board
meetings and Congregational activities regularly, assume a leadership
role in the Congregation as:
A committee
chairperson, as a liaison to the Board from a committee or outside
organization or in performance of a necessary function to support the
business of the Congregation, as appointed by the President, and preferably
have the capability to communicate electronically regarding
Congregational activities and business. They will report to the President
upon request or at specified times.
SECTION 4.
REGULAR MEETINGS.
Regular meetings of the
Board of Directors shall be held at such intervals as the Board of Directors
may provide.
Any member of the Congregation may attend a regular
meeting of the Board of Directors. Congregants may direct questions to the
President relevant to the ongoing discussions when questions are solicited
by the President.
If a member of the Congregation has an issue to be
included on an agenda, a request must be submitted to the President at least
seventy-two (72) hours prior to the meeting.
The Board of Directors may enter into an executive
session as deemed necessary by the President based on the topic to be
discussed. During the meeting of
the executive session, only members of the Board of Directors may be
present.
SECTION 5.
SPECIAL MEETINGS.
Special meetings of the
Board of Directors may be held at any time on call of the President.
The Board of Directors by majority vote may also call a special
meeting. Notice of any such
meeting shall be given by written notice to each Director at lease twenty
four (24) hours previously thereto.
SECTION 6:
PROXY VOTE. A
Director may submit to the President a vote in Proxy.
Such Proxy vote shall be in writing addressing a specific agenda
item(s) to be voted upon, which agenda item(s) has been previously discussed
at a regular or special board meeting.
The Proxy shall count toward a Quorum only for that particular vote.
SECTION 7:
QUORUM.
A minimum of 2/3 (two thirds) of
the current Board of Directors must be present to constitute a quorum in
order to conduct the business of the Congregation at any meeting of the
Board of Directors.
SECTION 8.
MANNER OF ACTING.
The act of the majority
of the Directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors, unless the act of a greater number is
required by the Articles of Incorporation or By-Laws of the Corporation.
SECTION 9.
PRESUMPTION OF ASSENT.
A Director of the
Corporation who is present at a meeting of the Board of Directors, or a
committee thereof, at which action on any corporate matter is taken, shall
be presumed to have assented to the action taken unless the Director’s
dissent is entered into the minutes of the meeting, the Director offers a
written dissent to such action with the person acting as secretary of the
meeting, before the adjournment of the meeting, or the Director sends
his/her written dissent by registered mail or e-mail to the Secretary of the
Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in
favor of such action.
ARTICLE V
MEETINGS
SECTION 1.
Meeting of
the general members shall be held annually in October the
first quarter of the year (September 1st to November 30th).
This meeting
shall be called the annual/nominating meeting. The purpose of the meeting is
to conduct relevant business of the Congregation as determined by the
President and to present the slate of candidates for the Board
of Directors. Nominations from the floor will be accepted at this
time. A second to the nomination is
required. If the number of candidates have increased at the end of the
meeting, an election will be necessary.
If the number of candidates has not increased at the end of the
meeting, those candidates shall be deemed accepted by the Congregation and
no election will be necessary.
If the number of candidates have increased at the end of the meeting, but
between the nomination meeting and an election date, one or more candidates
have withdrawn their names from consideration for the election such that the
number of candidates are the same as the number of candidates on the slate
presented at the nomination meeting, those remaining candidates shall be
deemed accepted by the Congregation and no election will be necessary.
The elections for the Board of Directors will be held in
December if necessary. Only those members whose dues have been paid on or
before the annual/nominating meeting will be eligible to vote. Ballots shall
be numbered, distributed and checked according to the current membership
list. Arrangements will be made for absentee ballots.
Elections shall be conducted per the then current
Nomination/Elections Procedure (See separate document).
SECTION 2.
A special
meeting of the Congregation members for any purpose can be called by the
President, the Board of Directors by a majority vote, or by petition of no
less than one-third (1/3) of members of the Congregation that are entitled
to vote at such meetings.
SECTION 3.
The Board
of Directors may designate any place for any regular, annual or special
meeting called by the Board of Directors.
SECTION 4.
NOTICE OF MEETINGS.
Maximum effort
will be made to notify all Congregation members no less than three (3) days
prior to said meeting via, phone message, e-mail and postal mail when
necessary. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the members at the
addresses as they appear on the records of the Congregation, with postage
prepaid.
SECTION 5.
QUORUM.
A defined quorum is necessary to
conduct the business of the Congregation at any Congregational meetings. The
quorum will be defined by the number of current Congregational members in
attendance after prescribed notification procedures have been implemented.
Because this quorum may represent a fraction of the total eligible
attendees, any action by those in attendance will require a majority vote,
unless less than ten percent (10%) of current members are present in which
case a sixty percent (60%) majority vote will be required.
ARTICLE VI
COMMITTEES
SECTION 1.
STANDING COMMITTEES.
The
President shall form
appropriate committees each year and shall assign chairpersons and/or
liasons to the board from those committees.
The president shall also assign various liaisons to
the Board for any outside committee in which the Congregation participates.
SECTION 2.
The
nominating chairperson shall appoint up to four (4) non Board members from
the Congregation to serve on the nominating committee. The chairperson shall
not vote except in case of a tie. The chairperson of the nominating
committee will present the committee members to the Board of Directors at
the regular Board meeting in May September. The number of the
candidates will match the number of openings on the Board. The
nominations/elections process will be conducted in accordance with the then
current Nomination/Elections Procedure (See separate document).
SECTION 3.
Any
financial or other commitments proposed to carry out the work of any
committee must be reviewed and approved by the Board of Directors.
Disagreements within the committees will be resolved by the Board of
Directors.
ARTICLE VII
INDEMNIFICATION
The Corporation shall indemnify any Director or officer,
or former Director or officer of the Corporation against reasonable
expenses, including attorney’s fees, actually and necessarily incurred by
him or her in connection with the defense of any civil, criminal or
administrative action, suit or proceeding in which he or she is made a party
or with which he or she is threatened by reason of being or having been or
because of any act as such Director or officer, within the course of his or
her duties, except in relation to matters as to which he or she shall be
adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of his or her duties.
The Corporation may also reimburse to any Director or officer the
reasonable costs of settlement of any such action, suit or proceeding, if it
shall be found by a majority of a committee composed of Directors not
involved in the matter in controversy (whether or not a quorum) that it was
to the interests of the Corporation that such settlement be made and that
such Director or officer was not guilty of negligence or misconduct.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the
first (1st) day of September in each year through August
thirty–first (31st) of the following year.
ARTICLE IX
INFORMAL ACTION BY MEMBER AND DIRECTORS
Any corporate action may be taken without a meeting if a
consent setting forth the action so taken shall be signed or officially
agreed upon by the necessary majority of members or Directors entitled to
vote with respect to the subject matter thereof.
ARTICLE X
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1.
CONTRACTS.
The Board of Directors may
authorize any officer or officers, agent or agents to enter into any
contract or execute and deliver any instrument in the name of and on behalf
of the Corporation and such authority may be general or confined to specific
instances.
SECTION 2.
LOANS.
No funded indebtedness
shall be contracted on behalf of the Corporation and no evidence of such
indebtedness shall be issued in its name unless authorized by a resolution
of the Board of Directors. Such
authority may be general or confined to specific instances.
SECTION 3.
CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for payment
of money, notes or other evidence of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner, including facsimile signature, as shall
from time to time be determined by resolution of the Board of Directors.
(See Art. III. Sec. 7. TREASURER).
SECTION 4.
DEPOSITS.
All funds of the Corporation,
not otherwise employed, shall be deposited from time to time to the credit
of the Corporation in such banks, trust companies or other depositories as
the Board of Directors may select.
SECTION 5.
EXPENDITURES.
Expenditures may be encumbered
by the President and Treasurer without a formal vote of the Board of
Directors up to a maximum amount to be determined by the Board of Directors
at the beginning of each fiscal year.
ARTICLE XI
AMENDMENTS
Proposed amendments to the By-Laws must initially be
approved by a majority vote of the then current Board of Directors.
Then the proposed amendments shall be submitted to the members of the
Congregation. The proposed
amendments to the By-Laws shall be approved by the members entitled to vote
by an affirmative vote of not less than a majority of the members at any
regular or special meeting.
Including absentee ballots, the total vote must represent at least twenty
percent (20%) of the membership.
Any amendment to the By-Laws shall become effective immediately upon
approval by the members.
Written
Notice must be given to the members at least three (3) weeks prior to the
meeting specifying the provision or provisions of the By–Laws to be acted
upon. If the written
notice is by postal mail, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the members at the
addresses as they appear on the records of the Congregation, with postage
prepaid.
ARTICLE XII
DUES
The amount of the annual dues shall be determined by the
Board of Directors with advice from the financial committee.
This shall be done at or before its last meeting previous to the end
of the fiscal year. Dues notices
will be published in The Shpiel prior to the beginning of the fiscal year at
which time the dues shall be payable (upon receipt).
ARTICLE XIII
RULES OF ORDER
All questions of order not provided for in these by-laws
shall be governed by the then current Robert’s Rules of Order,
Newly–revised.
The approval of Version 3.0 Bylaws was on May 24, 2017 by
the SLJC Congregation and by the SLJC Board of Directors.
