11/02/2009
Proposed: BY-LAWS OF
THE CHATHAM SYNAGOGUE NETIVOT TORAH
ARTICLE I
1. The name of this corporation shall be the Chatham Synagogue, referred to in the text as the
“Congregation”. The corporation shall also have the Hebrew name Netivot Torah.
2. The Congregation’s Synagogue shall have its location at 1536 County Route 28, Chatham Center, NY.
3. In addition to those purposes set forth in the Certificate of Incorporation, the purposes of the
Congregation shall be: to provide facilities for egalitarian religious worship in accordance with the
principles of Judaism; to promote the education of its members and particularly their children, by the
conduct of classes for instruction in the Hebrew language and in Jewish history, traditions and religious
rites and to do everything necessary and proper for the accomplishment of the aforesaid objectives
and purposes.
4. The Congregation shall be unaffiliated.
ARTICLE II
Membership; Election to Membership
1. Persons of the Jewish faith and members of their immediate family shall be eligible for
Membership and, upon approval, shall enjoy the rights and privileges of such membership. All
Applications for membership shall be in writing upon the form provided for that purpose.
2. The name of an applicant and the application shall be presented to a meeting of the Trustees for
approval.
3, Membership shall consist of individual membership units and family membership units. Family
membership units shall apply to two adults sharing a residence or one or two adults sharing a residence
with their children up to the age of 21. Individual membership units shall consist of a single adult.
4. The Board of Trustees may, in its discretion, create such categories of membership units as it
shall deem fit.
5. The Board of Trustees shall determine the amount of dues payable for each category of membership
unit.
6. Dues for each fiscal year shall be due and payable on the first day of each fiscal year.
Privileges of Membership
7. Each membership unit in good standing shall be entitled to the following privileges:
a. To cast one vote per issue at meetings of the Congregation. A vote shall be cast, either in
person or by written proxy.
b. To attend any and all services held at the Synagogue.
c. To the instruction of his or her children in the school maintained by the Congregation upon such
terms and conditions as the Board of Trustees may determine.
d. To Wedding, Confirmation, Bar Mitzvah and Bat Mitzvah at the Synagogue, including use of the
Sanctuary and other facilities of the Synagogue on such terms and conditions as the Board of Trustees
shall determine.
e. To funeral services at the Synagogue, to the extent permitted by Jewish law and such terms and
conditions as the Board of Trustees shall determine for any member, his or her spouse, domestic
partner or children.
Loss of Membership
8. Failure to pay dues or other indebtedness to the Congregation for a period of 10 months after they
become due shall subject the membership unit to termination, unless under an extension granted by the
Board of Trustees. Membership may be terminated by action of the Board of Trustees after 30 days’
written notice to the member of the proposed action, unless the member satisfies all arrears, or makes
another arrangement , in the spirit of responsible membership, to satisfy the arrears.
Membership Meetings
9. Annual meetings of the entire membership shall be convened by the officers of the Board of Trustees
on the second Sunday in November. If that date should be deemed by the Board undesirable, it shall
designate another Sunday in November or December. The meeting shall be held at the Synagogue
Building or at such other place as the Board of Trustees shall determine, at an hour appointed by the
Board of Trustees and stated in the notice of the meeting. The notice of the exact date, time and place
of the meeting shall be distributed to the membership at least four weeks prior to the meeting.
10.Special meetings of the membership may be called at the discretion of the Board of Trustees, or upon
petition, in writing or email, addressed to the President and signed by at least ten members in good
standing.
11.The Congregation shall be notified of any meeting, either regular or special, in writing, and this will be
mailed or emailed to the last recorded address of each member in good standing, at least fourteen days
in advance of the meeting. The notice will include a description of the business proposed to be
transacted thereat.
12.A quorum at any membership meeting shall consist of at least 10 membership units in good standing,
of which whom at least three shall be Trustees.
13.At each annual meeting Trustees shall be elected to fill the vacancies of those whose term is due to
expire at the end of that fiscal year, and any positions otherwise vacant that have not been filled by
appointment by the Board of Trustees.
14.At the annual meeting , there shall be a report from the President, the Treasurer, and such committees,
as the President shall, in his or her discretion, request to report.
15.At special meetings, only such business as shall have been stated in the aforesaid notice for such
meeting shall be transacted.
ARTICLE III
Trustees
1. The Congregation shall be governed by a Board of Trustees consisting of no less than 9 and no more
than17 members, as determined annually by the Board of Trustees and presented for election to the
general membership at the annual meeting.
2. Only members of the Jewish faith may be elected to the Board of Trustees.
3. Trustees shall be elected serially for a term of three years. All Trustees’ terms due to expire will expire
n December 31.
4. No person shall be eligible for election to the Board of Trustees for more than two consecutive three-year
terms. At least one year shall have elapsed before a person shall be eligible for re-election to the Board
of Trustees. Following the required one-year hiatus, a person shall be again eligible for election to two
consecutive three-year terms. The requirement of a one-year hiatus shall not apply if a Trustee has
served as an officer in the last year of his or her term or has served in ex-officio status.
5. Trustees shall be elected at the Annual Meeting of the membership. Trustees shall be elected to fill the
vacancies of those whose term is due to expire at the end of that fiscal year, and any positions that are
otherwise vacant that have not been filled by appointment by the Board of Trustees.
6. By the third Wednesday in August, the President shall appoint a Nominating Committee of at least three
members of the Board of Trustees. This Nominating Committee shall present a slate of nominees equal in
number to the number of Trustees whose terms are expiring and whose offices have otherwise become
vacant and have not been filled by appointment to the Board for ratification or amendment at its September
meeting. At least four weeks before the annual meeting this slate is to be published in the Congregation’s
newsletter or e-mailed to members as soon thereafter as possible. Thereafter, additional nominations for the
Board of Trustees may be made by the general membership through written petitions, each petition to be
signed by five members in good standing; these additional nominations must be received by the Secretary of
the Board of Trustees at least two weeks prior to the annual meeting.
7. If any vacancies occur on the Board of Trustees, the Executive Committee will nominate persons to
fill the unexpired term of such vacancies. A majority vote of the Board of Trustees shall be required to fill
each such vacancy.
8. After the expiration of his or her term, a past President can choose to serve, ex officio, as a Trustee for a
period of one year without voting rights.
9. A husband and wife or domestic partner may not serve as members of the Board of Trustees at the same
time.
ARTICLE IV
Meetings of the Board of Trustees
1. Regular meetings of the Board of Trustees shall be held approximately once a month, but not less than
10 times during any fiscal year.
2. Special meetings of the Board of Trustees may be held at the call of the President or upon written
petition to the President of any four Trustees stating the object of such meeting.
3. Notice shall be given of all regular and special meetings, stating the objective thereof, at least seven days in
advance to every member of the Board of Trustees. Notice given by e-mail to the last recorded e-mail
address of a Trustee shall be deemed acceptable notice.
4. A quorum shall consist of 50 percent plus one of the voting members of the Board of Trustees, and any
decision reached by a majority of them shall be binding upon the entire Board of Trustees.
5. Except as provided in item 6 below, all action taken by the Board shall be taken at a meeting of the Board.
6. Any action required or permitted to be taken by the Board of Trustees may be taken without a meeting
if all members of the Board are notified and a majority consent, in writing and/or by e-mail to the adoption
of a resolution authorizing the action. The resolution and the written consents thereto, by the Members
of the Board shall be filed with the minutes of the proceedings of the Board.
7. Any one or more members of the Board of Trustees or any committee thereof may participate in a meeting
of such board or committee by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear one another at the same time. Participation by
such means shall constitute presence in person at a meeting.
8. Except as otherwise provided herein, the vote of a majority of the Trustees present at the time of the vote,
if a quorum is present at such time, shall be the act of the Board.
9. Trustees are expected to regularly attend board meetings, and shall not be absent from more than five
meetings in one calendar year. Trustees are also expected to participate in religious activities of the
synagogue, assume responsibility for some aspect of the synagogue’s operations, and conduct themselves
in a manner that is ethical and respectful of others. Trustees are also encouraged to attend and assist with
special events and programs. Trustees who fail to fulfill their responsibilities may be removed from the
Board of Trustees upon a motion duly made and a favorable vote of a majority of the total voting
membership of the Board or Trustees.
ARTICLE V
Offices; Election of Officers
1. At least eight weeks before the annual meeting the President shall appoint a Nominating Committee of
three members, all of whom shall be Trustees whose terms do not expire at the close of the current
fiscal year. No current officer shall be a member of the Nominating Committee. The President shall
announce the names of the Members of the Nominating Committee at the meeting of the Board of
Trustees following such appointment.
2. The Nominating Committee shall submit to the Board of Trustees at its first meeting after the annual
meeting of the membership, a list of candidates for the offices of President, Vice President, Treasurer
and Secretary and such other offices as may be created by the Board of Trustees. At this meeting,
additional candidates for all or any of the offices may be nominated by the Board of Trustees. All
nominees shall be members of the Board of Trustees. Officers shall be elected from among the
nominees by the Trustees to serve for a term of one fiscal year of the Congregation. The election of a
Trustee as an officer shall not create any additional openings on the Board of Trustees. Should an
office become vacant before the end of the fiscal year, the Board of Trustees shall elect an interim
officer, by majority vote.
3. Any officer may be removed without cause at any time by a majority of the total voting membership of
the Board of Trustees. An officer so removed shall continue to serve as a member of the Board of
Trustees.
4. If an office becomes vacant for any reason, the Board of Trustees shall have the power to fill such
vacancy. Any officer so appointed or elected by the Board of Trustees shall serve out the unexpired
term of his or her predecessor.
Offices and Duties
5. President -It shall be the duties of the President:
a. To preside over all meetings of the membership of the Congregation and of the Board of
Trustees,
b. To appoint all of the chairs of the standing committees and other such committees and to
suggest to the Board of Trustees the removal of any committee member.
c. To act as ex officio member of all committees, with the exception of Nominating Committee
for officers.
6. Vice-President -It shall be the duties of the Vice-President:
a. To perform any and all of the duties of the President during his or her absence or incapacity,
b. In the event of the resignation or death of the President, to succeed to the office of the
President to serve out his or her unexpired term,
c. To send out notices of all regular and special meetings of the Board of Trustees and the
Congregation.
d. To distribute minutes of Committee Meetings to each member of the Board of Trustees
subsequent to the Committee Meeting and prior to the Board Meeting.
e. To keep a list of all standing committees and their members.
f. To keep a roster of all Trustees with the expiration date of his or her term of office.
g. To perform such duties as the President may request.
7. Treasurer – It shall be the duty of the Treasurer:
a. To oversee the proper receipt and disbursement of the Congregation’s income and
expenditures,
b. To cause accurate and complete financial books and records of the Congregation to be
maintained,
c. To cause periodic financial statements and an annual audited financial statement to be
prepared, as determined by the Board of Trustees or the Executive Committee.
d. To invest and disburse funds at the direction of the Board of Trustees or, in the event of an
emergency, the Executive Committee.
e. An Assistant Treasurer may be chosen by the Board of Trustees form among the members of
the Board of Trustees. This person shall be a Trustee, will fulfill duties as needed, but will not
be considered an officer.
8. Secretary – It shall be the duties of the Secretary:
a. To attend all the meetings of the membership, as well as the Board or Trustees,
b. To keep and archive accurate records of all the proceedings of such meetings.
c. To submit the minutes of each meeting to the Board of Trustees for corrections and subsequent
approval at its next meeting,
d. To keep an accurate record of the membership of the Congregation.
e. To distribute Board Meeting Minutes to the Membership, upon request.
f. A recording Secretary may be chosen by the Board of Trustees from among the members of the
Board of Trustees. This person shall be a Trustee, will fulfill duties as needed, but will not be
considered an officer.
ARTICLE VI
Appointment of Personnel
1.
The Board of Trustees may appoint any spiritual, educational, and administrative personnel as may,
from time to time, be require to serve either with or without contract, for such period, salary and
other terms as it may determine and to perform such duties and functions as required by the Board
of Trustees.
ARTICLE VII
Committees
1. The Chairs of each of the Committees listed below and any other Committees established shall be
designated and appointed by the President, subject to the approval of the Board of Trustees, except as
otherwise provided herein. Committee Chairs shall select committee members.
Committees shall consist of persons who are members of the Congregation, but not necessarily
members of the Board of Trustees. Any member of the Congregation may serve on any committee
with the approval of the Committee Chair, except the Executive Committee. The duties of the
Committee members shall be as herein set forth or as otherwise determined by the President with the
approval of the Board of Trustees The President, subject to the approval of the Board of Trustees, may
remove committee members without cause. Domestic partners shall only serve as members of the
same committee at the same time if said committee has at least five members. All committees, except
the Executive Committee, shall keep minutes of their meetings to be presented to the Vice President
of the Board within one week of the Committee Meeting for distribution to each Trustee of the
Board before the next Board Meeting.
2. Executive Committee – It shall be the duties of the Executive Committee:
a. To advise the President on the Congregation’s Business,
b. To exercise the power of the Board of Trustees in the event of an emergency, between
meetings of the Board of Trustees,
c. To inform the Board of Trustees of all decisions made between meetings of the Board
of Trustees for review, mitigation and/or approval by a vote of the majority of Trustees
at its next meeting.
d. To carry out such other responsibilities as may be delegated to the Executive Committee by
these by-laws.
3. Finance Committee – It shall be the duties of the Finance Committee:
a. To prepare and present to the Board of Trustees, no later than the Board Meeting prior to the
Annual Membership Meeting, a Budget, showing in detail the expected receipts and
disbursements of the congregation for the ensuing year, together with such recommendations
as it may deem advisable.
b. To review the Congregation revenues and expenditures and the budget on an ongoing basis
and to report at every meeting of the Board of Trustees on the financial status of the
Congregation.
c. To perform any and all other duties relating to the finances of the Congregation as directed by
the President.
4. Building Committee
a. To supervise the maintenance and see that all of the Congregation’s property, equipment and
grounds are kept in good condition and repair,
b. To present to the Board of Trustees, at least eight weeks prior to the annual meeting, a budget
of its proposed expenditures for that year,
c. To perform such other duties as are usually incidental to Building Committees.
d. To develop policy and standards with respect to the nature and acceptability of specific gifts
other than cash, to the Congregation.
e. To develop and administer policy and standards with respect to the design and beautification of
the Synagogue, non structural improvements to the Synagogue and retention of artifacts of the
Congregation.
5. Religious School Committee – It shall be the duties of the Religious School Committee:
a. To work with the teachers to administer and coordinate School Activities.
b. To plan educational and Jewish enrichment activities for children of all ages and their families,
and all members of the Congregation who wish to participate, in cooperation with other
Committees of the synagogue that focus on education, Jewish culture, program ritual and social
action.
c. To submit to the Board, in August, preceding the coming academic year, an outline describing
the content of the Religious School curriculum for that year.
6. Ritual Committee – It shall be the duties of the Ritual Committee:
a. To shape the form of worship so that it may adhere to the tenets of our non-affiliated
Congregation.
b. To procure prayer books, shawls and kipot to meet the needs of the Congregation.
c. To perform any and all other duties relating to the religious services of the Congregation.
d. If a Ritual Director(s) is engaged he or she shall be a member of this committee.
7. Membership Committee – It shall be the duties of the Membership Committee:
a. To promote interest and potential membership and create and implement an orientation
procedure to welcome and integrate new members.
b. To submit for approval to the Board of Trustees all applications for membership in the
Congregation.
c. To investigate and report to the Board of Trustees the reasons for any member relinquishing
his or her membership.
d. To perform any and all other duties relating to the membership of the Congregation as directed
by the President
8. Other Committees – The President shall have the authority to designate such other Committees as may
be appropriate to carry out or promote any of the objectives of the Congregation or of the resolutions
adopted by the Board of Trustees. These committees may include Program, Development,
Chesed and Social Action, among others, as the need may arise.
ARTICLE VIII
Miscellaneous Provisions
1. The fiscal year of this Congregation shall begin on January 1st and end on December 31st.
2. Roberts Revised Parliamentary Procedure shall be the authority on all questions of Parliamentary Law.
ARTICLE IX
Amendments
1. The By-laws of this Congregation or any portion thereof may be altered, amended, or repealed only
pursuant to the following procedure:
a. The proposed alteration, amendment, or repeal shall be submitted at a meeting of the Board of
Trustees and shall be approved by the affirmative vote of two thirds of the voting Trustees
present, but not less than a majority of the whole elected Board of Trustees. The notice of the
meeting of the Board or Trustees at which any alteration, amendment or repeal is to be
submitted, shall set forth the nature of the alteration amendment or repeal.
b. Upon approval of the alteration, amendment or repeal by the Board of Trustees, it shall be
published in the Congregation’s newsletter or copies shall be mailed to each member in good
standing at least four weeks prior to the next annual meeting of the membership or a special
meeting thereof called to consider such alteration, amendment or repeal.
c. Upon the affirmative vote of two-thirds of the membership units present at the meeting at which
such alteration, amendment, or repeal is considered, the alteration, amendment or repeal shall
become effective.
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