1.
The NAME of this corporation is SALEM JEWISH CONGREGATION and its
duration shall be perpetual. The synagogue shall be known as Temple
Beth Sholom.
2. The
PURPOSE or purposes for which the corporation is
organized and its powers are:
a) To provide, construct and maintain a synagogue;
b) To carry on religious services and activities according to
the usages and customs of the Jewish faith;
1) The founders of this synagogue and its subsequent tradition
established religious observations which generally followed the
teachings of the Conservative movement of Judaism. It is now the
policy of this congregation, that in recognizing the diverse nature
of our religious community, the religious policy and conduct of the
congregation shall be determined by the membership, in accordance
with the By-laws. (Amended 5-17-90)
2) Marriage in Temple Beth Sholom may be performed only between
two consenting adults of the opposite sex of the Jewish Faith by a
Rabbi. (Amended 1-16-85)
3) All Bar Mitzvahs and Bat Mitzvahs are to be conferred only
upon Jewish children, with the following exceptions: The Board may,
in its discretion, permit Bar and Bat Mitzvah to a non-Jewish child
as part of his or her conversion to Judaism. It shall be firmly
emphasized to both the parents and the child, that the Bar and Bat
Mitzvah ceremony does not fulfill the total requirement for
conversion to Judaism of a child who is not Jewish according to law.
c) To dispense charity and benevolence to members of said faith
and to mankind in general;
d) To aid and assist the corporation in the accomplishment of
said purposes, the corporation shall have the power to acquire, own,
hold, use, sell and otherwise deal in or dispose of any real or
personal property, or any interest therein, to engage in any
business or other transactions for the benefit of such corporation
and to have and exercise all powers necessary or convenient to
effect any or all of the purposes for which the corporation is
organized.
3. An
ANNUAL MEETING of the members of the corporation
shall be held in the month of JUNE of each year in the synagogue's
quarters in Salem. Members shall elect, by a MAJORITY vote, a
Board of Trustees and officers, and shall transact such business as
may be brought before the meeting. (Amended 01-92)
4.
SPECIAL MEETINGS of the members, for any propose(s)
may be called by the President, and shall be called by the President
at the request of a majority of the Board of Trustees, or at the
request of ten (10) members in writing and signed by said ten (10)
members all of whom must be in good standing. Such requests shall
state the purpose(s) of the proposed meeting. Business transacted at
all special meetings shall be confined to the objects stated in the
call. There shall be at least one additional meeting of the
membership each year. (Amended 5-29-79, 4-24-85)
5. Written notice of every special meeting of members, stating
the time, place and purpose(s) shall be mailed at least seven (7)
days before such a meeting to each member in good standing.
6. A
QUORUM at any membership meeting shall consist of
twenty-five (25) members in good standing. (Amended 7-24-80)
7. Every member
not delinquent in dues and assessments
over 3 months shall be deemed in good standing and entitled to
voting and all other privileges of membership. (Amended 7-24-80,
1-14-88) Votes by proxy shall not be permitted. (Amended
6-23-82)
8. The government and management of the affairs and property of
the corporation shall be vested in and the powers of the corporation
shall be exercised by a Board of Trustees consisting of the
following members who shall be elected at the annual meeting of
the members and who shall hold office for the following terms, and
until their successors are elected and duly qualified: (Amended
1-14-88)
a)
PRESIDENT of the corporation, who shall also be
Chairman of the Board of Trustees, for a term of one year.
b)
EXECUTIVE VICE-PRESIDENT of the corporation,
who shall also be Vice-Chairman of the Board of Trustees, for a term
of one year. (Amended 6-02-02)
1)
Any candidate for the office of Executive Vice-President
pledges that he will be a candidate for the Presidency of the Board
within the two year period subsequent to his election to the office
of Executive Vice-President.(Amended 6-02-02)
c) VICE-PRESIDENT FOR FACILITIES of the corporation, for a term
of one year. (Added
6-02-02)
d)
RECORDING SECRETARY and CORRESPONDING SECRETARY
who shall be secretaries of the corporation for a term of one year.
These positions may be filled by the same individual. In the event
one individual holds both positions, he or she shall only have one
vote on the BOARD OF TRUSTEES.
e)
TREASURER of the corporation for a term of one year.
f)
TRUSTEE, who shall be a designee of the SISTERHOOD,
and a member of the Salem Jewish Congregation, for a term of one
year. (Amended June 6, 1996)
g)
TRUSTEE, the immediate past President of the
corporation, until such time as there is a new immediate past
President, but in no event for a period of less than one year.
h) Five (5)
TRUSTEES, at least one to be elected each
year for a term of three years. (Amended 1-19-84)
h) The
RABBI, if any, shall be a non-voting member of
the Board who may participate in all matters at the discretion of
the President. (Amended 1-14-88)
i)
The SUNDAY SCHOOL DIRECTOR, if any shall be a non-voting
member of the Board who may participate in all matters at the
discretion of the President.
(Amended 1-14-88)
9. If the office of any elected officer, trustee or trustees
becomes vacant by reason of death, resignation, disqualification,
removal from office, or otherwise, the remaining trustees shall, by
majority vote, choose a successor or successors who shall hold
office until the next annual election and until a successor or
successors has been duly elected to fill out the remainder of the
term, unless sooner displaced. Five (5) of the Board of Trustees of
the corporation shall constitute a QUORUM for the transaction
of all business. (Amended 11-18-82, 9-20-83, 4-24-85)
10. The
ANNUAL MEETING of the BOARD OF TRUSTEES
shall be held within thirty (30) days of the annual members' meeting
at the synagogue. Other Board meetings shall be called when needed
by the Chairman of the Board, or upon request to the Chairman of
three (3) trustees. Notice of meetings shall be by mail or verbal.
Special meetings may be held at any time or place when a majority of
the trustees are present and consent to the call.
11. The Board of Trustees, in addition to the powers and
authorities conferred by these by-laws, may exercise all powers of
the corporation as set forth in the articles of incorporation, and
the management of its business and fiscal affairs. It shall have the
powers and obligations that pertain to such boards under the laws of
the State of Oregon. The Synagogue board shall not have authority to
buy, sell or encumber real property unless specifically authorized
to do so by a two-thirds (2/3) vote of the members present at a
general membership meeting. There shall be a thirty (30) day notice
in writing to the general membership pertaining to the above. (Amended
5-20-81) The stipulation in this bylaw around the sale of real
property shall not apply to property donated to the congregation
after January 20, 2003 for the express purpose of being sold to
generate revenue for the congregation. (Amended 1-19-03)
12. Trustees, as such, shall not receive any salary or other
compensation for their services.
13. The
OFFICERS of this corporation shall consist of five
(5): A PRESIDENT, EXECUTIVE VICE-PRESIDENT, VICE-PRESIDENT FOR
FACILITIES, RECORDING SECRETARY, CORRESPONDING SECRETARY and TREASURER, each of these offices to be held by a different
person, except as otherwise specified herein. (Amended 1-19-84,
6-02-02)
14. The Officers shall be elected at the annual meeting of the
members and shall hold office until their successors are chosen and
qualify in their stead. A Board member may be removed by the Board
of Trustees when, without good cause, he fails to attend three
successive board meetings. (Amended 11-18-82)
15. The Officers shall also be members of the Board of Trustees.
16. The
PRESIDENT shall preside at all meetings of the
members at which he may be present, and shall sign all instruments
in writing of every kind and character authorized by the Board of
Trustees, provided however, if it shall seem expedient to the Board
of Trustees they may authorize any officer to sign the name of the
corporation and to enter into any contract for and on behalf of the
corporation by motion duly passed at any time.
17. The
EXECUTIVE VICE-PRESIDENT in the absence or
disability of the President shall perform the duties and exercise
the powers of the President, and shall perform such other duties as
the Board of Trustees shall prescribe. (Amended 6-02-02)
18. The VICE-PRESIDENT FOR FACILITIES shall perform duties
concerning operation, maintenance, and construction of facilities as
the Board of Trustees shall prescribe. (Added 6-02-02)
19. a) The RECORDING SECRETARY shall keep proper record of the
proceedings of the meetings, have the custody of the corporate seal
and affix the same to all instruments authorized by the Board of
Trustees, and attest such instruments unless otherwise authorized by
the Board of Trustees.
b)
The CORRESPONDING SECRETARY shall do all the writing usually
required including all meeting notices and necessary correspondence
as directed. (Amended 1-19-84)
20. The TREASURER shall keep all the funds of the
corporation in such bank or banks as may be designated by the Board
of Trustees. The deposit accounts shall be kept in the name of the
corporation. The Treasurer, President and/or Secretary, jointly or
separately, shall sign all checks, drafts, notes and other evidence
of indebtedness for and on behalf of the corporation, and have full
charge of its financial affairs, subject, however, to the direction
of the Board of Trustees. The Treasurer shall submit financial
reports at the annual meetings of the members, and at other times as
requested by the President. There are two exceptions to having the
treasurer, president or secretary sign all checks. The Sisterhood
will maintain its own checking accounts under the Salem Jewish
Congregation tax ID number, and will be responsible for signing its
own checks. The signing authority for the Sisterhood accounts will
be the Sisterhood president and/or treasurer. The Religious School
shall maintain a separate account for the daily operation of the
Religious School. The signing authority of the Religious School
account will be the Treasurer, President, Religious School Director
and Religious School Director, jointly or separately. The Religious
School director will submit regularly to the Board reports of this
account. (Amended 1-19-03.)
21. These By-laws may be repealed or amended at any annual
meeting of the members, or at any special meeting of the members
called for that purpose, by at least two-thirds (2/3) of the votes
of the members present. All proposed by-law changes must be
submitted in typewritten form restating the entire by-law in its
present form and with the proposed changes to the Board and then be
given by the Board to all congregation members in writing at least
fourteen (14) days prior to the next membership meeting. Amendments
to the proposed changes may be considered at such membership
meetings, and such proposed changes may be amended by a vote of at
least one-half (1/2) plus one (1) of the members present. Such
amended motion may then be adopted by a vote of at least two-thirds
(2/3) of the members present. (Amended 5-21-80, 4-24-85, 5-17-90)
22.
MEMBERSHIP in the congregation shall, in the case of
family memberships, in good standing, belong to husband and wife and
each shall have a vote. The Board may, in its discretion, modify the
dues schedule in case of need. Membership dues and assessments shall
be due on the first day of September of each year unless the
membership committee gives prior approval of a payment plan,
waiver, or deferral. (Amended 1-18-79, 1-14-88)
23.
NON-MEMBERS attending the High Holy Day Services shall
pay a fee as determined by the Board of Directors; except that
students may be guests. (Amended 1-14-88)
24. The Board of Trustees has established the following rules for
the use of the synagogue building to cover organizations and
individuals who may use the building, subject to its approval, and
for what purpose(s), care of equipment and facilities and charges
for use and cleaning.
a) Both precedent and established by-laws passed by the
congregation call upon all organizations and individuals:
1) To give advance notice to the Board for the use of the
building.
2) To restore the building and equipment to good condition and
cleanliness after use.
3) To obtain prior permission before undertaking any
alterations of the building, landscaping or equipment.
4) It is understood that no property of the congregation may be
removed from the premises.
5) Jewish non-members of the congregation or Jewish
organizations requiring use of the building beyond our previously
established agreements, will be requested to pay reasonable fees for
maintenance and utilities expenses in addition to observing the
rules for care of the building and equipment.
6) Common courtesy to our neighbors should be extended in the
matters of decorum and "parking."
25. No property belonging to the corporation may be removed from
the synagogue without the permission of the Board of Trustees.
26. The Board of Trustees shall be recognized as the official
spokesman for the Salem Jewish Community. No written or verbal
publicity regarding Judaism or religious events may be issued in the
name of Temple Beth Sholom or the Jewish Community of Salem without
the approval of the Executive Committee of the Board of Trustees.
27. Books and records of this corporation shall be opened to
inspection at any and all reasonable times.
28.
STANDING COMMITTEES shall be established as follows:
a)
Education: Religious school and Adult education.
b)
Religious: Services, Oneg Shabbat & Rabbi selection.
c)
Legal & Finance: Planning, debt repayment, large gift
fundraising.
d)
Membership: New and old.
e)
Building: Improvements & maintenance.
f) Community
Relations & Liaison: Publicity, Newsletter, Rabbi Liaison,
Interfaith Relations
g)
Activities: Art Fair, Youth activities, Fundraising.
h)
Health & Welfare: Communications to the congregants.
Nothing in this by-law
shall restrict the President from forming or altering committees.
29. Membership shall only consist of people of the Jewish Faith
and/or spouses of Jewish members. (Added 6-23-82) ADVISORY NOTE: The membership of Temple Beth Sholom
directs the Board to enter into an affiliation agreement with the
Federation of Reconstructionist Congregations and Havurot (the
Reconstructionist movement) on behalf of the membership.
30. Terms of all Officers and Trustees, either elected in January
1992 or serving continuing terms on that date, shall be extended by
6 months to accommodate the change in By-Law 3. (added 01-02)
31. In the event the corporation is dissolved and remains
dissolved for a period exceeding one year or if the corporation
ceases to exist, the remaining net Corporate assets shall revert to
the Jewish Reconstructionist Federation.”
32. Members who are unable to attend a membership meeting will,
for the purposes of voting, be considered "present" upon submitting
an absentee ballot no later than 12 noon on the last Friday before
the meeting. (Added 3-06-05)
[
COMMENTARY-The membership voted on this proposal
based on the interpretation that the attendance at and
participation in Board meetings shall be at the discretion
of the President.]
[COMMENTARY-The
membership voted on this proposal based on the
interpretation that the attendance at and participation in
Board meetings shall be at the discretion of the President.]
