Constitution 2022
Proposed Constitution & Bylaws
Congregation B’nai Israel, Fleischmanns, NY
Preamble
Founded by the families of Jewish farmers and businessmen in 1918, Congregation B’nai Israel of Fleischmanns, NY, is a small vibrant egalitarian Conservative synagogue. It is predominantly a summer synagogue, with a synagogue building, parsonage, and cemetery. Congregation B’nai Israel serves the spiritual and cultural needs of the western Catskill region with a full program of worship, learning, and celebration in its beautiful and historic synagogue building, which is listed on the National Register of Historic Places.
ARTICLE I: Name
The name of this congregation is Congregation B’nai Israel of Fleischmanns, NY. References in these Constitution & Bylaws to “Congregation B’nai Israel, “CBI”, “the Congregation” are intended and shall all be deemed and construed to be references to Congregation B’nai Israel of Fleischmanns, NY.
ARTICLE II: Mission
Congregation B’nai Israel is established to build and maintain a religious community, including a synagogue and cemetery, that encompasses a place to assemble, to study, and to pray. We shall provide varied opportunities for religious, educational, cultural, social and recreational experiences for the Jewish community. Congregation B’nai Israel is committed to the principles and values of Conservative Judaism.
These Constitution & Bylaws (“Constitution”) are adopted in furtherance of that Mission.
ARTICLE III: Affiliation
Congregation B’nai Israel shall be affiliated with The United Synagogue of Conservative Judaism, and the auxiliaries and organizations of the congregation may affiliate with the coordinate regional and national groups of the Conservative Movement.
ARTICLE IV: Membership
Section 1. Membership may be extended to any person of the Jewish faith as described in Section 2 below, and to certain persons not of the Jewish faith who are eligible for membership as described in Section 2 below. As used herein, “a person of the Jewish faith” means an individual who is either born Jewish or has converted to Judaism in accordance with applicable halacha (Jewish law) as interpreted by the mara d’atra (Spiritual Leader) of Congregation B’nai Israel.
Section 2. There shall be three (3) types of membership:
Household Memberships. A Household Membership comprises two adults (either related by marriage or unrelated, at least one of whom must be Jewish) who reside in the same household, or one adult raising Jewish children. Each adult who is a part of a Household Membership is considered a Household Member. A non-Jewish widow/widower or surviving or divorced partner of a Jewish Household Member may continue as a Household Member.
Individual Memberships. An Individual Membership is available to a Jewish individual eighteen (18) years of age or older, or a non-Jewish widow/widower or surviving or divorced partner of a Jewish Household Member.
Honorary Membership. Honorary membership may be conferred upon any individual by majority vote of the Board or the congregation. Honorary members shall not have any right to attend, speak or vote at meetings, nor have any financial obligation to the congregation.
Section 3. To become a member, an application shall be submitted to the Board of Trustees. The Board of Trustees shall recommend qualified applications for approval by the congregation at the Annual Meeting.
Section 4. Membership may be suspended or members may be expelled by a two-thirds vote of the Board of Trustees at any regular or special meeting for any one of the following reasons:
Failure to pay dues for a period of two fiscal years or more
Conduct that brings discredit upon the Jewish community
Prior to the suspension or expulsion of any member, the affected member shall be given at least fourteen (14) days prior written notice of the motion to suspend or expel, including a statement of the grounds therefore in reasonable detail, and the affected member shall be given an opportunity to appear at the meeting, in person or electronically, and address the Board prior to the motion being voted upon. The notice of any such meeting shall specifically indicate that a motion to suspend or expel the member shall be presented and voted upon at the meeting.
ARTICLE V: Financial Commitments
All members (other than Honorary Members) shall pay annual dues, assessments, contributions to the Building Fund (if any), and fees as determined by the Board of Trustees. Special financial arrangements can be made upon request.
ARTICLE VI: Privileges of Membership; Voting
Section 1. Individual or Household adult Jewish members in good financial standing shall have the privilege of voting on all matters brought before the congregation.
Individual or Household adult non-Jewish members shall have the privilege of voting on all matters brought before the congregation for a vote with the exception of (a) the selection of a Spiritual Leader and (b) all matters pertaining to (i) religious (halachic) interpretation and (ii) religious rituals. In the event of a dispute, the Spiritual Leader shall determine which matters come within the scope of item (b)(i) and (b)(ii).
Section 2. Any member entitled to vote on a question may vote in person, or electronically to the fullest extent permitted by applicable law. Proxy voting shall not be permitted except when expressly required by NYS law. When permitted, proxy voting shall be conducted in the manner provided by the New York Not-For-Profit Corporation Law or any other applicable statute, rule or regulation.
Section 3. Any member of the congregation may purchase plots in the Cemetery of Congregation B’nai Israel of Fleischmanns, NY. Conditions set forth in the “regulations Governing the Cemetery of Congregation B’nai Israel shall apply.
ARTICLE VII: Meetings
There shall be two Congregation meetings each year.
Section 1. An Annual Members Meeting of the congregation shall be held on either the last Sunday in June or the First Sunday in July after the synagogue building opens for the season. The second Members Meeting shall be held on the first or second Sunday after Yom Kippur (unless those are religious Festival days, in which event the meeting shall be held on third Sunday after Yom Kippur). Subject to the requirements of NYS law, notice of the meetings shall be given by the secretary of the congregation in writing by electronic mailing, to all members of the congregation and sent not less than 14 days prior to such meeting.
Section 2. Special meetings of the congregation may be called by the president in the exercise of his/her judgment and must be called upon the written request of either 15 members in good standing of the congregation, or a majority of the Board of Trustees. Said request shall state the purpose of the meeting, including the question(s) to be voted upon. In the event that the president fails to issue a call for the special meeting within 14 days after being requested to do so, any other officer may issue such call.
Section 3 No business shall be transacted at a special meeting, except for the purpose(s) stated in the call for such meeting. Subject to the requirements of applicable law, notice of such special meeting shall be given by the secretary of the congregation by electronic mailing, to all members of the organization, not less than 7 nor more than 14 days prior to such meeting.
Section 4 At all meetings of the congregation, either regular or special, a quorum for transaction of business shall consist of 15 members or 15% of the membership of the congregation, whichever is fewer. A lesser number may adjourn the meeting to some future time, not less than 7 nor more than 14 days from the date thereof. The secretary shall thereupon give at least 6 days’ notice, by electronic mailing, of such adjourned meeting, to all members.
Section 5 Only members in good financial standing may vote at congregation meetings. Members in good financial standing are those whose financial obligations to the congregation are current as of the date of the meeting at which they desire to vote, as determined by the Treasurer. Members who are not in good financial standing shall be so notified of their financial obligation or misconduct by electronic mail not later than 7 day(s) prior to any congregation meeting in regard to which they receive notice of the meeting.
Section 6. At all congregational meetings, members shall be required to speak and act with respect for one another (derekh eretz) in order to promote peace in the house (shalom bayit).
Meetings shall otherwise be conducted in accordance with the current edition of Robert’s Rules of Order.
Section 7. Meetings shall be held in person or remotely as provided by applicable law. Participants who participate in the discussion through electronic means shall do so in the manner required by law.
Section 8. A majority vote of members present at the annual meeting shall be required to elect an applicant to synagogue membership. Such election must be the last item of the meeting. No new business may be considered after this election.
ARTICLE VIII: Officers and Trustees; Elections; Terms of Office; Committees
Section 1. Other than in matters of halacha (Jewish law), or pertaining to the calling, settlement, fixing the salary, dismissal or removal of the Spiritual Leader, the management and administration of the congregation shall be vested in a Board of Trustees (referred to as the “Board of Trustees” or the “Board”) consisting of four (4) elected officers and five (5) elected trustees, as follows:
President
Vice President
Secretary
Treasurer
Five (5) At-Large Trustees (“Trustees”)
References to the “officers” are to the President, Vice President, Secretary and Treasurer collectively. References to the “trustees” are to the at-large Trustees.
Trustee Emeritus: From time-to-time the Board of Trustees may designate, by majority vote, one or more former Trustees, no longer serving but with expertise which the Board deems necessary or appropriate to the proper functioning of the Board, to serve as Trustee(s) Emeritus. Any individual so designated shall serve as a non-voting, ex officio member of the Board of Trustees, with the right to receive notice of all meetings, attend all meetings and have the right to speak thereat. The Term of service of each Trustee Emeritus shall be at the discretion of the Board of Trustees.
The Spiritual Leader of the congregation shall be a non-voting, ex officio member of the Board, with the right to receive notice of all meetings, attend all meetings (other than executive sessions) and have the right to speak thereat.
Section 2. The election of candidates for election as officers or trustees shall be held yearly at the congregation Annual Meeting. A Jewish member in good standing who has completed at least one year of membership may seek election to the Board of Trustees. All Board members shall be self-nominated.
Section 3. Each member of the Board (officers and trustees) shall be elected by the congregation for a term of 3 years. Upon adoption of this Constitution, the initial terms of the officers and trustees shall be determined by lot, such that the terms of office shall overlap in such a manner that each year the terms of office of 1/3 (one-third) of members of the Board shall expire.
Section 4. At all Board of Trustees meetings, members shall be required to speak and act with respect for one another (derekh eretz) in order to promote peace in the house (shalom bayit).
Section 5. Any member of the Board of Trustees may be removed at a regular meeting of the Board of Trustees by a unanimous vote of the other members present at such meeting, with the further requirement that at least 2/3 (two-thirds) of the members of the Board of Trustees be present.
Section 6. The Board of Trustees shall be:
charged with and assume control of all of the property of the congregation and shall designate the bank or banks wherein the funds of the congregation shall be deposited;
charged with investment of any congregational funds available for investment, but only in instruments which are legal;
shall be responsible for all expenditures and disposal of congregational funds and property; and
charged with adoption of the terms of the annual general operating budget for the congregation.
Section 7. The Board of Trustees shall make such rules and regulations, consistent with this Constitution for the proper conduct of their meetings and the furtherance of the purposes of the congregation.
Section 8. In the event of the death, resignation or removal of a member of the Board, a successor shall be nominated by the president and elected by the Board of Trustees to fill the office for the unexpired term.
Section 9. Elections
Elections for members of the Board of Trustees shall take place at the Annual Members Meeting. A slate of self-nominated candidates shall be presented to the members. Nominations from the floor will also be accepted. Nominations shall not be required to be seconded.
All candidates for elected position will present a statement of interest in the position.
Section 10. Term Limits
Officers and Trustees may be elected for not more than three (3) consecutive terms in their respective positions. They may run again if no other candidates are on the ballot.
Each year, there will be an election for officers and trustees whose 3-yr term has expired.
Eligibility for nomination means the candidates have not served for the maximum number of terms.
Trustees who are no longer eligible for nomination may self-nominate from the floor if there are no other candidates on the ballot.
ARTICLE IX: Duties and Responsibilities of Officers, Trustees And Committees:
The duties of the Officers and Trustees shall be as set forth in this Constitution & Bylaws.
Section 1. The President shall:
act as the Chief Executive Officer of the congregation;
call and chair all meetings of the congregation and of the Board of Trustees;
sign all agreements, contracts, deeds and other documents for the congregation, pursuant to appropriate resolutions by the congregation or the Board of Trustees;
be one of the signatories of all checks, vouchers and notes in excess of $500.00 together with the treasurer and such officers as may be directed by the Board of Trustees; and
manage congregation emails and forward them to designated officers/ trustees as needed; and be a non-voting ex officio member of every standing committee.
Section 2. The Vice President shall assist the President in the discharge of all duties and, in case of absence, resignation, death or disability, shall discharge all of the duties of that office. In addition, the Vice President shall:
Assist the Secretary, in identifying, coordinating and maintaining material placed in the congregation’s historical archive; and
be a non-voting ex officio member of committees when asked to act in that capacity by the president (in addition to or in lieu of the president);
Section 3. The Secretary shall keep an accurate record (minutes) of all the proceedings of the congregation and of the Board of Trustees. S/he shall oversee the maintenance of an archive of the history of the congregation, its clergy and the Jewish community. In addition, the secretary shall:
be in receipt of applications for membership;
furnish the treasurer with the names of all persons who were approved for membership of the congregation; and
be responsible for official correspondence not designated by other Board officers or Committee Trustees or those designated by the Board, including acknowledgment of donations and contributions
Section 4. The Treasurer/ Chief Financial Officer shall act on behalf of the Board of Trustees and Congregation with regard to all receipts and expenditures related to the ongoing function of the Congregation B’nai Israel. Specific duties shall include:
notifying all members of the congregation of their obligations and pledges;
receiving all monies due to the congregation, and cause the same to be deposited or invested in the congregation’s name, as directed by the Board of Trustees;
notifying the Secretary of donations made so appropriate acknowledgement can be sent out;
making withdrawals upon requests from the president, which are countersigned by both (and by any other officers directed by the Board), in the excess of $500.00;
providing a written report of the finances of the congregation at meetings of the Board of Trustees when requested, at the annual meeting of the congregation, and at such other meetings or occasions as the treasurer may be directed to do so by the congregation or by the Board of Trustees. This report shall be affixed to the minutes of that meeting;
maintaining financial records for all committee events where funds are raised; and
Consulting with the cemetery chair regarding all monies that are received for graves, monuments, interments, funerals, or other cemetery use.
Section 5. Trustees: Each trustee shall oversee one or more of the standing committees of the congregation and take an active role in participating in the work of that committee. The designated Trustee (“Liaison Trustee”) shall act as liaison between their committee and the Board of Trustees.
There shall be an annual Reorganization Meeting of the Board of Trustees held within thirty (30) days of the Annual Meeting of the congregation, at which each elected trustee will accept the charge of overseeing and coordinating the functions of which one or more standing committee of the congregation.
Section 6. Standing Committees. The Standing Committees of the Congregation shall be: Ritual; Facilities; Programing; Publicity and Events; Growth & Development/Outreach; and Cemetery. The Board of Trustees may, from time-to-time, establish other Standing Committees.
Ritual Committee
This committee consists of the Spiritual Leader, the Gabbai, Liaison Trustee, and two or more, but not more than 5 at-large members in good standing selected by the Liaison Trustee as soon as practicable following the annual meeting. There shall be no term limits on committee service; members who previously served on the committee may be invited to continue to serve.
a. The Liaison Trustee shall chair the Ritual Committee and act as the liaison between the committee and the Board of Trustees.
b. Members of the Ritual Committee shall:
keep abreast of current trends in the Conservative
movement;
evaluate and make recommendations regarding proposed changes in ritual practices to the Board of Trustees and, through the Board of Trustees to the membership;
serve, with other congregants, on the committee appointed to nominate a Spiritual Leader of the congregation whenever that position is (or is about to become) vacant;
evaluate and make recommendations, when requested, regarding use of the CBI facilities for non-congregant activities.
The Ritual Committee in conjunction with the Spiritual Leader selects the Gabbaim. The individuals selected for the position of Gabbai must be a member of the congregation in good standing.
The Ritual Committee shall consult with the Spiritual Leader on matters of halacha (Jewish law) affecting the form and content of religious services, to evaluate these matters receptive to the conservative movement and overall wishes of the membership in order to make recommendations regarding ritual issues, if any, which do not involve halacha or which are delegated to it by the Spiritual Leader.
The Liaison Trustee shall report all decisions of the Ritual Committee to the Board. In the event of a disagreement between the Spiritual Leader and the Ritual Committee concerning matters which are either non-halachic or in regard to which the Spiritual Leader has delegated the decision-making authority to the Ritual Committee, such disagreement shall be resolved by the membership at either the next regularly scheduled meeting of the congregation or at a special meeting called for that purpose.
Facilities Committee
The Facilities Committee consists of the Liaison Trustee and two or more, but not more than 5, at-large members in good standing selected by the Liaison Trustee as soon as practicable following the annual meeting. There shall be no term limits on committee service; members who previously served on the committee may be invited to continue to serve.
At the first meeting of the Facilities Committee held each year, following the annual meeting, the Committee shall designate one of its members as the Committee Chair. The Liaison Trustee may or may not serve as Facilities Committee chair. The Liaison Trustee, with the assistance of the committee, shall oversee the physical maintenance and development of the synagogue, parsonage, grounds and security, and shall act as the liaison between the Committee and the Board of Trustees.
The Liaison Trustee shall report the recommendations of the Committee to the Board of Trustees, which shall make all final decisions on Facilities expenditures, security, improvements and/or repairs.
Programming Committee
The Programing Committee consists of the Liaison Trustee and two or more, but not more than 5, at-large members in good standing selected by the Liaison Trustee as soon as practicable following the annual meeting. There shall be no term limits on committee service; members who previously served on the committee may be invited to continue to serve. At the first meeting of the Programing Committee held each year, following the annual meeting, the Committee shall designate one of its members as the Committee Chair. The Liaison Trustee may or may not serve as Programming Committee chair.
ii. The Programming Committee shall have two standing subcommittees: the Publicity Subcommittee and the Events Subcommittee. Each Subcommittee shall consist of the Chair of the Programming Committee and two (2) other members selected by the Chair of the Programming Committee or Liaison Trustee, one of whom shall be designated by the Liaison Trustee, after consultation with the Committee Chair, to serve as Subcommittee Chair. Prior to the annual meeting, the Liaison Trustee, after consultation with the Committee Chair, may invite subcommittee members to continue to serve on the committee.
The Publicity Subcommittee shall be responsible for the publication of the Congregation B’nai Israel newsletter and shall also work in conjunction with the Events Subcommittee, the Growth and Development/Outreach Committee, the Spiritual leader and the President.
The Events Subcommittee shall be responsible for designing, developing and planning for events, maintaining the calendar, and working in conjunction with the Publicity Subcommittee to ensure timely dissemination and advertising of information about forthcoming events.
iii. All recommendations of the Programming subcommittees shall be reported by the Designated Liaison Trustee to the Board which shall make all final decisions as they relate to programs and events, proposed dates, publicity involved, and proposed expenditures.
Growth and Development/Outreach Committee
The Growth and Development/Outreach Committee (“GDO Committee”) consists of the Liaison Trustee and three at-large members in good standing selected by the Liaison Trustee as soon as practicable following the annual meeting. There shall be no term limits on committee service; members who previously served on the committee may be invited to continue to serve. At the first meeting of the GDO Committee held each year, following the annual meeting, the Committee shall designate one of its members as the Committee Chair. The Liaison Trustee may or may not serve as Facilities Committee chair.
The Liaison Trustee shall oversee and be an ex officio, non-voting member of the following standing subcommittees of the GDO Committee: Budget; Fund Raising; Membership; Tikkum Olam; Chesed; Rosh Chodesh; Men’s group; the Interfaith Council.
Each Subcommittee of the GDO Committee shall consist of the Chair of the GDO Committee and two members, selected by either the Chair of the GDO Committee or Liaison Trustee, one of whom shall serve as the Subcommittee Chair. Prior to the annual meeting, the Liaison Trustee, after consultation with the Committee Chair, may invite members to continue to serve on the subcommittee. There shall be no term limits on subcommittee service; members who previously served on a subcommittee may be invited to continue to serve.
The Liaison Trustee for the GDO Committee shall report the recommendations of each subcommittee to the Board of Trustees, which shall make all final decisions as they relate to growth and development of our Congregation and proposed related expenditures.
Cemetery Committee
This Committee consists of the Liaison Trustee and two or more, but not more than 5, at-large members in good standing selected by the Liaison Trustee as soon as practicable following the annual meeting. There shall be no term limits on committee service; members who previously served on the committee may be invited to continue to serve.
The Liaison Trustee shall chair the Cemetery Committee and shall report all recommendations and proposed decisions of the Cemetery Committee to the Board. Decisions regarding the Cemetery shall not be final until and unless approved by both the Cemetery Committee and the Board of Trustees.
The Liaison Trustee of the Cemetery Committee shall consult with the Treasurer of the Board of Trustees regarding all monies that are received for graves, monuments, internment, funerals, or cemetery use.
ARTICLE X: Spiritual Leader of Congregation B’nai Israel
Section 1. The pulpit shall be occupied by a Spiritual Leader elected by the congregation for that specific purpose.
Section 2. The Spiritual Leader candidate shall be selected by a committee appointed by the President, consisting of the Ritual Committee and other volunteer members of the congregation in good standing. The candidate shall then be presented to the congregation at a meeting called for that purpose.
Section 3. The Spiritual Leader shall have the responsibility of teacher and preacher of the congregation and shall:
enjoy the freedom of the pulpit;
seek the advice and guidance of the Board of Trustees and the Ritual Committee
be the halachic decisor of the congregation.
In deciding halachic questions, the Spiritual Leader shall give due consideration to the traditions of the congregation, and the views of the lay leadership and membership, as expressed through direct communications, meetings, or polls of the membership.
Section 4. The renewal or termination of the contract with the Spiritual Leader shall be upon the recommendation of a standing or special committee of the congregation appointed for that purpose, and voted upon by the congregation at a general meeting or at a special meeting called specifically for this purpose.
ARTICLE XI: Amendments
Section 1.
A. The following sections of this Constitution may be amended by the Board of Trustees: Article VI, section 3, Article IX, all sections; Article XII.
B. Amendments to the Constitution which may be adopted by the Board of Trustees shall be considered and voted upon in the following manner:
The proposed amendment shall be circulated in writing to the entire Board of Trustees not less than seven (7) days prior to the vote thereon.
To be adopted, a proposed amendment must receive the affirmative vote of 2/3 (two-thirds) of the entire Board.
Amendments adopted by the Board shall be reported to the congregation within three days of the Board vote and shall not take effect for thirty (30) days.
Should the required number of members request a special meeting of the congregation to overrule the Board pursuant to Section 200 of the Religious Corporations Law (or any successor statute), the amendment unless and until approved by the congregation.
Section 2. A. The following sections of this Constitution may be amended only by the congregation upon the recommendation of the Board of Trustees: Article I; Article II; Article III; Article IV; Article V; Article VI; Article VII; Article VIII; Article X; Article XI.
B. Amendment to the Constitution which may only be adopted by the congregation shall be considered and voted upon in the following manner:The proposal to amend one or more articles of the Constitution, or to introduce new articles to it, shall be submitted in writing to the Board of Trustees signed by not fewer than ten (10) members of the congregation.
The Board of Trustees shall consider such proposals at its next meeting.
The proposal must be put to a membership vote at the next annual meeting, or at a special meeting called for this purpose. A copy of the text of the proposed amendment shall be included in or transmitted with the notice of the meeting.
At the meeting, a report shall be submitted of the recommendation of the Board of Trustees on the action to be taken.
If two-thirds of the vote of the membership present in person or electronically favors the proposal, it shall be declared adopted.
Section 3. A proposal for amendment that has been rejected by the congregation may not be submitted for the consideration of the congregation unless twelve months have elapsed since the time of the rejection.
ARTICLE XII: BOARD POLICIES, OPERATING PROCEDURES & STANDARDS
Board policies, operating procedures and standards, consistent with this Constitution, may be adopted and amended from time to time by a majority vote of the Board of Trustees. In the event of any conflict between those policies, operating procedures and standards and this, this Constitution shall govern and control.
ARTICLE XIII: Parliamentary Practice
Robert’s Rules of Order shall be the standard for parliamentary procedure in this congregation, in the absence of any other rule or law governing the procedure in a particular situation.
ARTICLE XIV: ADOPTION
This constitution supersedes and replaces all previous Constitutions or by-laws of Congregation B’nai Israel, Fleischmanns, New York. It was adopted by a vote of the Board of Trustees on and by a vote of the membership at a special membership meeting on ____________.