By-Laws

Adopted August 1978

Incorporating amendments through July 2011

ARTICLE I - CONGREGATION

SECTION 1: The name of the Congregation shall be The Georgetown Synagogue – Kesher Israel Congregation.

SECTION 2: This Congregation shall be operated as a strictly Orthodox Congregation with separate seating for men and women, and with a proper Mechitza. All religious services, prayers, and customs shall be in accordance with traditional Orthodox Rabbinic authorities.

ARTICLE II - MEMBERSHIP

SECTION 1: Subject to the other provisions of these By-Laws, any adult person of the Jewish faith shall be eligible for membership in the Congregation, except that no person shall be eligible for membership who is married to a person not of the Jewish faith. Any member who may enter into such a marriage shall forfeit his or her membership in the Congregation. Notwithstanding the foregoing, every person is welcome to attend services of the Congregation.

SECTION 2: All applications for membership shall be in writing on a form provided by the Board of Directors (hereinafter “Board”), which shall include a provision for halakhic approval, and shall be accompanied by such membership admission fees and other charges as the Board may establish. 

SECTION 3: All applications for membership shall be considered at a meeting of the Board. Applicants shall be admitted to membership by a majority of the members of the Board present and voting. If an applicant is not admitted, any fees or charges accompanying the application shall be refunded.

ARTICLE III - DUES - ASSESSMENTS

SECTION 1: Dues, admission fees, and other charges shall be determined by the Board and shall be due and payable by all members in accordance with a schedule established by the Board. 

SECTION 2: The Executive Committee may, in its discretion, waive or reduce the amount of any member’s dues, fees, or other charges.

SECTION 3: Only members who are current in their dues obligations, in accordance with the schedule established by the Board or the action of the Executive Committee, shall be deemed members in good standing. A member no longer in good standing may be reinstated as a member in good standing by payment of all monies due the Congregation, in accordance with the schedule mentioned above.

ARTICLE IV - CEMETERY PRIVILEGES

SECTION 1: Any person of the Jewish faith may be buried in a Congregational cemetery. All burials therein shall be conducted in accordance with accepted Orthodox rituals.

SECTION 2: The Board shall be responsible for developing and administering rules, practices and charges for the Congregational cemeteries and for the levying of a perpetual care assessment.

ARTICLE V - OFFICERS AND DUTIES

SECTION 1: The Congregation shall have the following Officers: President; First Vice-President; Second Vice-President; Treasurer; Financial Secretary; Corresponding Secretary; and Recording Secretary.

SECTION 2: The President shall preside at all meetings of the Congregation, the Board, and the Executive Committee. The President shall be the chief executive officer of the Congregation and provide for the implementation of these By-Laws. The President shall appoint all standing and special Committees with the approval of the Board. The President shall convene an annual meeting of the Congregation and prepare an annual report on the condition of the Congregation.

SECTION 3: The Vice-Presidents shall assist the President in the discharge of the President’s duties, and shall be particularly responsible for overseeing the Congregation’s operations and programming. In the absence of the President, the Vice-President next in line, who is present, shall assume the power and authority vested in the President.

SECTION 4: The Treasurer, or such other Officer or agent as may be designated by the Board, shall receive all revenues. All expenditures for and on behalf of the Congregation shall be made in accordance with Article IX, Section 1.

SECTION 5: The Financial Secretary shall review and check the financial records of the Congregation and shall submit a report to the membership at its annual meeting.

SECTION 6: The Corresponding Secretary shall maintain a current list of members in good standing and shall oversee all internal and external communications, including bulletins and general and special notices.

SECTION 7: The Recording Secretary shall keep an accurate record of the proceedings at meetings of the Board and the Congregation, shall serve as parliamentarian of the Board, and shall assist the Corresponding Secretary with the Congregation’s communications.

SECTION 8: In the event of the disability, death, resignation or removal of the President, the First Vice-President shall become President and, with the approval of the Board, that individual shall appoint a successor First Vice-President to serve until the next regularly scheduled election. In the event that the First Vice-President is unable to succeed to the office of President, the Second Vice-President shall become President and, with the approval of the Board, that individual shall appoint a successor Second Vice-President to serve until the next regularly scheduled election. In the event that the  Second Vice-President is unable to succeed to the office of President, the Board shall designate a President to serve until the next regularly scheduled election. If any other office becomes vacant, or if any of the elected Directorships or the Directorship appointed in accordance with Article VI, Section 1 becomes vacant, the President, with the approval of the Board, shall appoint a successor to such office or Directorship to serve until the next regularly scheduled election.

SECTION 9: This Article is interpreted to allow a woman to hold any Board position set forth in these By-Laws, including President, in accordance with the Psak Halakha attached hereto as Appendix A.

ARTICLE VI - BOARD OF DIRECTORS

SECTION 1: Except as otherwise provided in these By-Laws, the affairs of the Congregation shall be governed by the Board in accordance with these By-Laws. The Board shall consist of the seven (7) Officers of the Congregation named in Article V; five (5) other Directors elected by the Congregation in accordance with Article VII, three (3) of whom shall each also have one of the three (3) specific portfolios of ritual matters, social programming, and educational programming; the three (3) Trustees in accordance with Article VIII; and three (3) most recent past Presidents. In addition the Board shall include one Director appointed by the President with the approval of the Board, and shall serve until the next regularly scheduled election.

SECTION 2: Officers and Directors shall have terms of two years each, and shall be eligible for reelection for two additional terms.

SECTION 3: There shall be an Executive Committee composed of the President and the two Vice-Presidents. The Executive Committee shall act on behalf of the entire Board to conduct the day-to-day business of the Congregation in accordance with policies and guidance established by the Board. 

SECTION 4: A quorum of the Board, consisting of eight (8) members, shall be necessary for the conduct of business at meetings of the Board. All actions of the Board shall require a majority vote of those present, No absentee or proxy votes will be considered.

SECTION 5: The Board shall meet regularly at least quarterly and at such other times as the President or a majority of the Board shall determine. Except in unusual circumstances, notices of all Board meetings shall be provided to each member of the Board no less than five days prior thereto. Each member of the Board shall attend all meetings unless other arrangements are made with the President.

SECTION 6: All Directors shall be responsible for helping to oversee both the long-term strategic and the day-to-day operational activities of the synagogue, including but not limited to membership, development, programming, and physical upkeep.

ARTICLE VII - ELECTION AND REMOVAL OF OFFICERS AND DIRECTORS

SECTION 1: Election of Officers and Directors shall occur biennially at the annual meeting of the Congregation, beginning in 5772 (2012).

SECTION 2: The President, with the approval of the Board, shall appoint a nominating committee and designate the Chairman thereof for the purpose of nominating Officers and Directors for the ensuing term. The nominating committee shall, no later than twenty (20) days prior to an election, prepare and circulate to all the members a slate of nominees of Officers and Directors of the Congregation. Alternative nominations are to be submitted to the nominating committee in writing, including by email, no later than ten (10) days prior to the election meeting.

The nominating committee shall notify the members of any persons so nominated, whose names shall be displayed in a prominent location at the Congregation’s synagogue building for a period of not less than seven days prior to the annual meeting during which elections shall take place (election meeting). Only those persons whose names have been submitted either (i) by the nominating committee not later than twenty (20) days prior to the election meeting or (ii) to the nominating committee by not later than ten (10) days prior to the election meeting shall be eligible for election.

SECTION 3: Any person whose name has been so submitted may be nominated from the floor at the election meeting to any office regardless of the office for which such person’s name was submitted. No other nominations may be made from the floor at the election meeting.

Officers shall be elected either individually in the order set out in Article V, Section 1, or, without objection, as a slate. In addition, five (5) individuals shall be elected to serve as Directors either, without objection, as a slate (together with or separate from any slate of Officers) or by the following process: Eligible members will vote for up to five (5) of the persons nominated, and the five (5) nominees receiving the most votes shall be elected.

Only those persons who are members in good standing and who have signified their willingness to serve if elected shall be eligible for election. Once elected or appointed, only members in good standing are eligible to continue to serve on the Board of Directors.

SECTION 4: A majority of members in good standing present and voting shall be sufficient to elect. Abstentions shall not be counted as a vote. In the event of a tie vote, or if no nominee receives a majority vote, further ballots shall be taken until a nominee is elected. In the event there are more than two nominees for an office, only the two nominees with the higher number of votes shall be considered in a second ballot.

SECTION 5: Each individual membership shall confer one (1) vote, and each family membership shall confer one (1) vote per member of the family over the age of eighteen (18), with a maximum of two (2) votes per family membership.

SECTION 6: The installation of the Board members shall take place biennially on July 1, beginning in 2012.

SECTION 7: All Board members shall serve until their successors are elected and installed and shall surrender to their successors all papers, documents and property pertaining to their office.

SECTION 8: In the event a Board member fails to perform the duties of his or her office in accordance with these By-Laws, his or her removal from office may be recommended to the Congregation by a two-thirds (2/3) vote of the Board present at a regular or special meeting called to consider member’s removal. A two-thirds (2/3) vote of members in good standing present at a regular or special meeting of the Congregation is required to effect removal.

ARTICLE VIII - TRUSTEES AND DUTIES

There shall be three (3) Trustees who shall, orally or in writing, advise the President and the Board on any of the affairs of the Congregation. The Trustees shall be voting members of the Board. Notwithstanding the provisions of Article VI,  the Trustees shall hold, retain and protect all funds and other assets held, retained and protected by them under written agreements approved by the Board. Funds presently being administered by the Trustees shall continue under their administration until written agreements shall be approved by the Board and by the Trustees. The Trustees shall issue quarterly reports of the accounts and income of any of the funds they hold, to the Board. The Trustees shall have six (6)-year terms staggered at two (2)-year intervals. Each Trustee shall serve until a successor has been qualified. At the end of a Trustee’s term, or in the event of disability, death or resignation of a Trustee, the two remaining Trustees shall promptly designate a successor Trustee, and so notify the President. The designee of the Trustees shall be submitted to the Board for ratification. The Board may veto the designee by a two-thirds majority of the Board at a special meeting duly called for that purpose within thirty (30) days after receipt of notice of designation by the President. In the event that the two remaining Trustees fail to designate a successor Trustee within sixty (60) days of the creation of a vacancy, whether by expiration of term or otherwise, the Board shall elect a successor Trustee by majority vote. A Trustee may not serve as an Officer or as one of the elected or Presidentially-appointed Directors of the Congregation..

ARTICLE IX - EXECUTION OF LEGAL DOCUMENTS

SECTION 1: Payment of Money. All checks, drafts and orders for the payment of money shall be signed by no less than two designated Officers or Trustees of the Congregation. The Officer(s) and Trustee(s) having such authority shall be designated by the Board.

SECTION 2: Contracts and Other Instruments. When the execution of any contract, conveyance or other instrument has been authorized by the Board or Executive Committee, the President or any person(s) designated by the Board may act as an agent to execute the same on behalf of the Congregation.

ARTICLE X – MEETINGS OF THE CONGREGATION

SECTION 1: The Congregation shall meet at least once a year in the month of June, and at such other times as the President shall designate.

SECTION 2: The conduct of meetings shall be governed by Robert’s Rules of Order.

SECTION 3: Notice of all meetings of the Congregation shall be posted on the bulletin board, mailed to all members and e-mailed to the Kesher Israel community e-mail list at least one (1) week in advance thereof.

SECTION 4: A quorum of the Congregation, consisting of eighteen (18) members eligible to vote and in good standing, shall be necessary for the conduct of business at meetings of the Congregation.

SECTION 5: No absentee or proxy votes will be considered.

ARTICLE XI - DEFINITIONS

SECTION 1: A person of the Jewish faith shall mean anyone who is either born of a mother of the Jewish faith or is converted in accordance with traditional Orthodox Rabbinic authorities.

SECTION 2: Adult shall mean any female over the age of twelve (12) years and any male over the age of thirteen (13) years, according to the Hebrew calendar.

ARTICLE XII - AMENDMENTS

SECTION 1: Amendments to these By-Laws may be proposed in writing by (a) a majority of the Board, or (b) no less than one-third (1/3) of the members in good standing. The Board shall mail any such proposed amendment with its recommendations to all members at least thirty (30) days in advance of a general meeting called for action on the proposal.

SECTION 2: Amendments shall be adopted by a two-thirds (2/3) vote of the members in good standing of the Congregation present at the meeting, provided that Article I, Section 2; Article II, Section 1; Article IV, Section 1; Article XI, and this proviso may not be changed as long as ten (10) members in good standing of the Congregation oppose the change.

Appendix A: Psak Halakha on Whether a Woman may be Nominated/Elected as President of Kesher Israel