Temple Beth Torah: Constitution and Bylaws
(Adopted March 25, 2001.)
Article I. Name of the Congregation
The name of the Congregation, an unincorporated association, is Temple Beth Torah.
Article II. Purpose
The purpose of the Congregation shall be to worship God in accordance with the faith of Judaism; to cultivate a love and understanding of the Jewish heritage; to stimulate fellowship in the Jewish people everywhere; and to apply the principles of Judaism to personal conduct, to family life, and to society.
The Congregation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Article III. Affiliation
Temple Beth Torah is a Reform Jewish Congregation. Temple Beth Torah will be a member of the Union for Reform Judaism and will abide by the Constitution and Bylaws of the UAHC and will pay dues to the UAHC as specified in the UAHC’s Bylaws.
Article IV. Membership
Eligibility. To be a member of Temple Beth Torah, a person must fulfill at least one of the following criteria:
be Jewish by patrilineal or matrilineal descent or a convert to Judaism;
be a part of a family with at least one Jewish family member, and the family has joined Temple Beth Torah as a unit;
be a parent or legal guardian of a Jewish child; or
be actively engaged in the process of conversion to Judaism.
Membership Dues. Members shall be required to pay annual dues in accordance with the amounts and timetable determined by the Board of Directors each year. New members may join at any time. A member is deemed to be in “good standing” if the member is current in the member’s obligation to pay dues.
Religious School. The children of Temple Beth Torah are entitled to attend Religious School at the rate established by the Religious Education Board, with approval by the Board of Directors. Fees for Religious School are not included in the membership dues.
Other Privileges of Membership. Members are entitled to attend religious services, receive the benefit of life-cycle event assistance, and participate in any other Congregation-sponsored activity. Special fees may be designated by the Board of Directors or other persons in charge of the activities.
Membership Meetings. The general membership of Temple Beth Torah shall have regular meetings at least once annually, of which the last meeting of the fiscal year shall be for the purposes of electing new Officers, the Chairperson of the High Holiday Committee, the Chairperson of the Religious Education Board, and one or more Members-at-Large. Special meetings may be called by vote of the Board of Directors or by petition of thirty-five percent (35%) of the membership.
Article V. Board of Directors
General Powers and Duties. The members of Temple Beth Torah vest in the Board of Directors (a body of representatives duly composed in accordance with this Constitution and Bylaws) the authority and responsibility for implementing the stated purpose of Temple Beth Torah and for carrying out any act that Temple Beth Torah or its members may perform. The acts of the Board of Directors within the scope of this authority will be binding upon Temple Beth Torah. The Board of Directors shall manage, control, and direct the affairs and property of Temple Beth Torah.
Composition of the Board of Directors:
The Board of Directors shall be composed of all Officers as provided by this Constitution and Bylaws (i.e., the President, Vice President, Treasurer, Recording Secretary, and Corresponding Secretary); the immediate past President; the Chairperson of the High Holiday Committee; the Chairperson of the Religious Education Board; and three Members-at-Large.
Board Officers, the Chairperson of the High Holiday Committee, the Chairperson of the Religious Education Board, and Members-at-Large shall be elected by the general membership of Temple Beth Torah. Elections shall be held in accordance with Article X, Section 2. In any contest to elect either an Officer, Chairperson of the High Holiday Committee, Chairperson of the Religious Education Board, or one or more Members-at-Large, the outgoing President shall cast any tie-breaking vote necessary to determine the candidate to serve the position, but shall not otherwise vote.
Each term of a Board member shall coincide with the fiscal years of Temple Beth Torah. The term of an Officer on the Board, Chairperson of the High Holiday Committee, and Chairperson of the Religious Education Board shall be one year. Members-at-Large on the Board shall serve two years, staggered so that the terms of all three Members-at-Large do not expire in the same year. The term of a Board member shall also expire upon his/her death, resignation, or removal or dismissal in accordance with this Constitution and Bylaws. After expiration of his/her term, the person shall relinquish all organizational records to the Board.
Any vacancy on the Board of Directors, other than the immediate past President, shall be filled by appointment of the Board until the next regular meeting of members is held at which an election takes place for the position that was filled by appointment, or until any special meeting of members is held for the purpose of filling the vacancy.
If a Congregation member believes that a Board member is negligent in the performance of his/her duties and should be removed, the following procedures shall be taken:
Allegations shall be presented before the Board in writing at a regular or special meeting of the Board at which a quorum is present.
The Board member being charged may respond to the allegations in writing, to be delivered to the Board within two weeks of the allegations being presented.
The Board shall vote on the retention/dismissal of the charged member at a regular or special Board meeting within two weeks following the receipt of the charged member’s written response to the allegations or within two weeks following the expiration of his/her time period to make such response, whichever occurs first. Approval by a two-thirds majority of the Board (excluding the charged member) shall be required to remove a charged member. Removal of a Board member pursuant to this provision shall also constitute removal of that person from any Officer or Chairperson position of the Congregation occupied by that person.
To be on the Board of Directors a person must be a member in good standing of Temple Beth Torah and must be Jewish as defined in Article IV, Section 1(a). He/she shall not be a member of any other Congregation in the Washington, D.C., primary metropolitan statistical area (PMSA).
Meetings of the Board of Directors.
Regular meetings of the Board of Directors shall be held at least once every two months. All Congregation members shall have the right to attend regular meetings of the Board of Directors. Special meetings, open or closed, may be held at the request of the President or at the request of one-third of the Board members in office. Closed special meetings shall be reserved for highly sensitive matters involving personnel, legal action, contracts, or other matters of a compelling confidential nature.
The time and place of all meetings of the Board of Directors shall be designated by the President.
At least seven days notice shall be given to each Board member of a regular meeting of the Board of Directors. At least three days notice shall be given to each Board member of a special meeting of the Board of Directors. The notice of special meeting shall state the purpose of the meeting, and the business of the Board of Directors at a special meeting shall be limited to the purpose stated in the notice.
Fifty percent (50%) of the number of Directors, as designated by this Constitution and Bylaws, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum is not present at a meeting, a majority of the Board members present may adjourn the meeting to another time, without further notice.
Except as otherwise provided by law or this Constitution and Bylaws, all matters before the Board of Directors shall be decided by a majority vote of the Board members present at a meeting at which a quorum exists. The President may vote either to make a tie or to break a tie, but shall not otherwise vote.
Any or all Board members may participate in a meeting of the Board of Directors, or a Committee of the Board of Directors, by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting and shall be so noted in the minutes.
Resignation or Dismissal from Office. A Board member may resign by giving two weeks notice to the Board of Directors. A Board member may be dismissed from office by the Board of Directors for missing at least three consecutive Board meetings or for missing more than one-half of all Board meetings in any six-month period. Approval by a two-thirds majority of the Board (excluding the member under scrutiny) shall be required to dismiss a member. Resignation or dismissal of a Board member pursuant to this provision shall also constitute removal of that person from any Officer, High Holiday Committee Chairperson, or Religious Education Board Chairperson position of the Congregation occupied by that person.
Article VI. Congregation Officers
Officers. The Officers of Temple Beth Torah shall be:
President
Vice President
Treasurer
Recording Secretary
Corresponding Secretary
Officers are listed in the order in which they would assume responsibility of the President. The Officers shall be elected by the general membership at the last meeting of the fiscal year, and shall be limited to serving two consecutive elected terms in the same position. Any vacancy during the term of an Officer shall be filled in the manner described by Article V, Section 2(d).
Duties of the Officers:
President. The President shall be the official representative of the Congregation and shall act as the Chairperson of the Board of Directors. The President shall supervise the activities of the Officers of Temple Beth Torah in accordance with the policies and directives approved by the Board of Directors and with the purpose of the Congregation. Except as otherwise provided by this Constitution and Bylaws, the President shall appoint Committee Chairpersons with the approval of the Board.
Vice President. The Vice President shall assume the President’s duties in the event that the President is unable to perform these duties for any reason. The Vice President shall act as the coordinator of the various Committees. As part of this responsibility, the Vice President, with input from the heads of all Committees as well as the Board, shall establish a calendar of events for the Congregation.
Treasurer
The Treasurer shall perform all duties customarily associated with the office, shall have the custody of and be responsible for all organizational funds, and shall keep full and accurate accounts of receipts and disbursements in the books of Temple Beth Torah. The Treasurer shall deposit all monies or other valuable effects in the name of Temple Beth Torah in such depositories as shall be selected by the Board of Directors.
The Treasurer shall disburse the funds of the Congregation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render an account of the financial condition of the Congregation to the President and the Board of Directors at its regular meetings or whenever the Board of Directors so requests.
Recording Secretary. The Recording Secretary shall prepare all official documents of the Congregation, including this Constitution and Bylaws, and submit these reports to the Board of Directors. The Recording Secretary shall maintain a record of official correspondence of the Congregation, maintain an accurate record of the proceedings of all general Congregation meetings and meetings of the Board of Directors, and perform all other duties customarily associated with the office or that the Board of Directors so directs.
Corresponding Secretary. The Corresponding Secretary shall send notices of all Congregation and Board of Directors meetings; shall conduct the correspondence of the Congregation as directed by the President, the Board of Directors, and the Officers; and shall distribute to the members of the Congregation an updated copy of the Constitution and Bylaws within 30 days after the adoption of any amendment thereto. In consultation with the Treasurer, the Corresponding Secretary shall acknowledge in writing all contributions and donations to the Congregation. The Corresponding Secretary shall send appropriate greetings on behalf of the Congregation to members in recognition of special life-cycle events. The Corresponding Secretary shall send absentee ballots or proxies to members in good standing, upon the member’s request. The Corresponding Secretary, or his/her delegate, is responsible for the Congregation’s newsletter, and for publicity of Temple Beth Torah.
Eligibility. To be an Officer a person must be a member in good standing of Temple Beth Torah and must be Jewish as defined in Article IV, Section 1(a). He/she shall not be a member of any other Congregation in the Washington, D.C., primary metropolitan statistical area (PMSA).
Terms of Office. The term of office is one year.
Resignation or Dismissal from Office. An Officer may resign by giving two weeks notice to the Board of Directors. An Officer may be dismissed from office by the Board of Directors for missing at least three consecutive Board meetings or for missing more than one-half of all Board meetings in any six-month period. Approval by a two-thirds majority of the Board (excluding the Officer under scrutiny) shall be required to dismiss an Officer. Resignation or dismissal of an Officer pursuant to this provision shall also constitute removal of that person from the Board of Directors.
Authorizations. Any Officer may enter into and execute on behalf of Temple Beth Torah debt obligations not to exceed $250. Amounts in excess of $250 require the approval of the Board of Directors.
Signatures. Two signatures are required to approve all disbursements in excess of $5,000. The Treasurer shall provide one signature unless unavailable, in which case the President shall sign in his/her absence. The other signature shall be that of any other Officer.
Article VII. Trustees
The President, the Vice President, and the Treasurer shall be the trustees of the Congregation. In the event that any of these become unavailable, the Board of Directors shall name either the Corresponding Secretary or the Recording Secretary to become a trustee. Whenever appropriate or necessary, application shall be made to the Circuit Court of Fairfax County, or any other court having jurisdiction, for the appointment of the trustees pursuant to the provisions of Title 57 of the Code of Virginia, as amended, or the corresponding provision of any future Virginia Code. Upon such appointment, the trustees shall have all powers, authorities, duties, and obligations given them or imposed upon them by the laws of the Commonwealth of Virginia.
The trustees shall be vested with legal title in and to all of the Congregation’s land, and any improvements thereon. They shall also have legal title in and to all books, furniture, papers, securities, and other property of the Congregation, custody of which may be from time to time entrusted to the Officers in the performance of their duties.
The trustees shall maintain a set of books, which shall list all property of the Congregation and the value thereof. They shall cause an accurate inventory of the property of the Congregation to be made at least biennially. They shall at least biennially report in writing to the Board of Directors as to the status and condition of the property of the Congregation.
Article VIII. Real Estate
Before any contract for the purchase, alienation, exchange, lease, or encumbrance of real estate shall be entered into, the Board of Directors shall ascertain all relevant facts and submit them to the Congregation at a meeting called to pass upon the proposed transaction. A two-thirds vote of the members in good standing present and voting at such meeting shall be required to authorize any such purchase, or the alienation, exchange, lease, or encumbrance of any part of the real property of the Congregation. Whenever appropriate, the Trustees shall petition an appropriate court for the approval of any such contract or transaction involving the sale, exchange, or encumbrance of real estate, as provided by section 57-15 of the Code of Virginia, as amended, or the corresponding provision of any future Virginia Code.
Article IX. Civil Immunity
To the extent permitted by law, every Officer, Director, or Trustee of the Congregation shall be immune from civil liability for acts taken or omissions made in his/her capacity as an Officer, Director, or Trustee of the Congregation, unless the Officer, Director, or Trustee engaged in willful misconduct or a knowing violation of the criminal law, or if liability derives from the operation of a motor vehicle. The Congregation shall defend and hold harmless against civil claims or liabilities every Officer, Director, or Trustee of the Congregation for acts taken or omissions made in his/her capacity as an Officer, Director, or Trustee of the Congregation, other than for acts or omissions involving willful misconduct or a knowing violation of the criminal law or if the claim or liability derives from the operation of a motor vehicle. Nothing in this Article prohibits the Congregation from providing indemnification, through liability insurance or otherwise, for acts or omissions of individuals.
Article X. Voting
Board of Directors Meetings. Except as provided in the following sentence, each member of the Board of Directors shall have one vote. The President may vote either to make a tie or to break a tie, but shall not otherwise vote.
General Membership Meetings.
The general membership in good standing votes to elect the Officers, the Chairperson of the High Holiday Committee, the Chairperson of the Religious Education Board, and Members-at-Large; to approve any special referendum authorized by the Board of Directors; to approve the actions described in Article VIII of this Constitution and Bylaws; and to approve any amendment to this Constitution and Bylaws. Except as provided in Article V, Section 2(b), the President shall not vote in any contest to elect either an Officer, the Chairperson of the High Holiday Committee, the Chairperson of the Religious Education Board, or one or more Members-at-Large. In any other matter, the President may vote either to make a tie or to break a tie, but shall not otherwise vote.
Membership categories shall have the following votes:
Individual – one vote
Couple – two votes
Family – two votes, and
Single Parent Family – one vote
Members who cannot attend a general membership meeting due to extenuating circumstances may request an absentee ballot or proxy from the Corresponding Secretary. The absentee ballot or proxy shall be presented to the Corresponding Secretary prior to the regular vote. An absentee ballot shall be limited to elections for Officers, the Chairperson of the High Holiday Committee, the Chairperson of the Religious Education Board, and Members-at-Large. A proxy shall only be exercised by a member in good standing attending the meeting in person.
Nominations from the floor shall be permitted.
A quorum at a general membership meeting shall be ten percent (10%) of the members eligible to vote. Proxies shall be counted toward a quorum but absentee ballots shall not.
Article XI. Committees
Standing Committees. The standing Committees shall be the Ritual, High Holiday, and Elections Committees. The Chairpersons of these Committees shall be appointed by the President, with the approval of the Board, except for the Chairperson of the High Holiday Committee who shall be elected by the general membership. Standing Committee Chairpersons shall not be members of the Board except for the Chairperson of the High Holiday Committee.
Ritual Committee. The role of the Ritual Committee is to organize all religious services, including Shabbat services and religious activities. The Ritual Committee shall provide resources for congregants’ life cycle events.
High Holiday Committee. The High Holiday Committee is responsible for organizing the logistics of annual High Holiday Services.
Elections Committee. This Committee is responsible for accepting nominations, ensuring that each position has at least one candidate running, and for conducting the election. No member of the Elections Committee shall run for an elected position. The Elections Committee shall publish a list of candidates as part of the notice for the annual elections meeting.
Special Committees. Special Committees may be established by the Board of Directors as deemed necessary to achieve the objectives of the organization. Special Committee Chairpersons shall not, merely as a result of such status, also be members of the Board.
Eligibility. Committee members, including their Chairpersons, must be members in good standing of Temple Beth Torah. In addition, the Chairpersons of the Ritual and High Holiday Committees must be Jewish as defined in Article IV, Section 1(a), and the Chairperson of the High Holiday Committee shall not be a member of any other Congregation in the Washington, D.C., primary metropolitan statistical area (PMSA).
Terms. The term of each Committee Chairperson shall be one year.
Budgets, Reports, and Meetings. Each Committee shall submit an annual budget for approval by the Board. Each budget shall be itemized by major expenses or activities. Any changes or additions in budget line items must be approved by the Board of Directors in advance. The Chairperson of each Committee shall make a formal report to the Board at each regular Board meeting, and shall attend a yearly calendar meeting as called by the Vice President.
Article XII. Religious Education Board
General Powers and Duties. The Religious Education Board shall supervise the Religious School of Temple Beth Torah. The Board shall establish the curriculum, determine policy and rules, and set standards for the operation of the Religious School. It shall also determine the budget for the monies of the Religious School. Any use of Congregation funds requires the approval of the Congregation’s Board of Directors.
Composition. The Religious Education Board shall be composed of its Chairperson, the Education Director, and three Religious Education Board Members-at-Large. Except for its Chairperson, the members of the Religious Education Board shall not be members of the Congregation’s Board of Directors.
Chairperson. The Chairperson shall be elected by the general membership, must be a member in good standing of Temple Beth Torah, must be Jewish as defined in Article IV, Section 1(a), and shall not be a member of any other Congregation in the Washington, D.C., primary metropolitan statistical area (PMSA). The term of the Chairperson shall be one year.
Other Members of the Religious Education Board. The Education Director shall be approved by the Congregation’s Board of Directors. The Religious Education Board Members-at-Large shall be appointed by the Chairperson of the Religious Education Board. The term of Religious Education Board Members-at-Large shall be one year.
Article XIII. Activity Limitations
No part of the net earnings of the Congregation shall inure to the benefit of, or be distributable to, its Members, Trustees, Officers, or other private persons, except that the Congregation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the Congregation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the Congregation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of this Constitution and Bylaws, the Congregation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
If at any time the Congregation is deemed to be a private foundation as defined in Section 509 of the Internal Revenue Code, the Congregation shall distribute its income and principal, if necessary, in such manner as not to subject the Congregation to tax liability under Section 4942(a) of the Internal Revenue Code, and the Congregation shall not engage in any act of self-dealing (as defined in Section 4941(d) of the Internal Revenue Code), retain any excess business holdings (as defined in Section 4943(c) of the Internal Revenue Code), make any investment which would jeopardize the carrying out of any of its exempt purposes under Section 4944 of the Internal Revenue Code, or make any taxable expenditures (as defined in Section 4945(d) of the Internal Revenue Code).
Article XIV. Dissolution of the Congregation
Upon the dissolution of the Congregation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. The recipients of such distributions shall be determined by the Board of Directors. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Congregation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article XV. Amendments
The Board of Directors may propose an amendment to this Constitution and Bylaws by a majority vote of the Board of Directors. Any member of the Congregation may propose an amendment to this Constitution and Bylaws provided that the member submits to the Board of Directors the proposed amendment in writing with the signatures of ten members in good standing. The general membership in good standing votes to approve any amendment to this Constitution and Bylaws. All members in good standing shall be sent a written copy of the proposed amendment no later than 15 days prior to the general membership meeting. Approval by a two-thirds majority of the members present (either in person or by proxy) and voting on the proposed amendment at a general membership meeting shall be required to amend this Constitution and Bylaws.
Article XVI. Miscellaneous Provisions
Fiscal Year. The Congregation’s fiscal year shall be June 1 to May 31.
Procedural Authority. Any parliamentary item not addressed and resolved by this Constitution and Bylaws shall be governed by Robert’s Rules of Order.