REVISED BYLAWS (adopted 2018)
ARTICLE I – GENERAL
1. The name of the corporation shall be BRATTLEBORO AREA JEWISH COMMUNITY, INCORPORATED. The Corporation may also do business as “Congregation Shir Heharim.”
2. The Corporation is a not-for-profit corporation organized under the laws of the State of Vermont.
3. The business and property of the Corporation shall be managed by the Board of Trustees.
4. The Corporation shall have its principal office and place of business in the County of Windham, in the State of Vermont.
5. The fiscal year of the Corporation shall begin on September 1 of the current calendar year and end on August 31 of the next calendar year.
ARTICLE II –MISSION
The mission of the Corporation is to provide a context and structure for people to be Jewish together in a rural environment. This community fosters Jewish pride and identity by participating together in religious, spiritual, educational, social, and cultural experiences. We welcome anyone interested in participating and learning.
ARTICLE III – MEMBERSHIP
1. Membership in the Corporation is open to all people who support the mission of the Corporation. Such persons shall become members of the Corporation by annually registering with the Corporation.
2. Types of membership shall include the following:
a. Regular Membership: Every member is expected to make an annual pledge from the heart to support BAJC at a level commensurate with their ability. Each adult individual completing the registration process and any child residing with them shall be entitled to all membership privileges. Each adult member shall be entitled to one (1) vote at any membership meeting.
b. Honorary Membership: Honorary membership may be conferred upon any deserving person by the Board of Trustees for a specified period of time and such member’s responsibility to fulfill financial obligations to the Corporation shall be waived. The honorary member shall have all membership privileges except the right to vote at any membership meeting
c. Special Membership: The Board of Trustees may from time to time create special memberships. The responsibilities and privileges of those special members shall be determined by the Board of Trustees.
3. A member may be censured, suspended or expelled by two-thirds vote of the Board of Trustees at any regular or special meeting of the Board after notice and a hearing in keeping with the procedure on censure, suspension or expulsion of Members as established by the Board of Trustees. Situations which may result in disciplinary action of the Board shall include, but not be limited to:
- Violation of the charter and/or bylaws of the Corporation; or
- Deceiving or wronging the Corporation or a member of the Corporation or another person; or
- Conducting him/herself so as to make his/her association with the Corporation undesirable; or
- Failure to make and fulfill a pledge of support for a period of one fiscal year.
4. Members of the Corporation shall enjoy privileges including but not limited to
- the right to participate in all activities of the Corporation; and
- the right to attend and participate in all meetings of the Corporation to the extent determined by the chairperson of that particular meeting; and
- the right to vote at all membership meetings.
ARTICLE IV – FINANCES
1. The Board shall, prior to the beginning of the fiscal year, present a budget to the general membership for its approval.
2. Members will be asked to contribute to meet the Corporation’s financial obligations as presented in the budget at the annual or a special meeting of the membership.
3. The Board may adjust and/or renew a call for contributions as needed to meet the Congregation’s financial obligations.
4. Any funds derived from memberships, donations, school tuition payments, or other activities of the Corporation shall be treated as contributions to the Corporation and shall be used for purposes of the Corporation.
5. Funds to be used at the discretion of the Corporation officers or employees are to be handled in accordance with the Discretionary Funds Policy of the Board.
ARTICLE V – MEMBERSHIP MEETINGS
1. Membership meetings shall consist of the annual meeting and special meetings of the general membership of the Corporation as called by the President(s).
2. The annual meeting of the Corporation shall be held prior to the beginning of the fiscal year in Windham County at a time and place designated by the Board of Trustees.
3. Notice of the annual meeting must be given to the members at least ten days prior to the date of the annual meeting by mail, email, or other effective means and shall include the meeting agenda and all relevant documents to be voted on.
4. In the event that the annual meeting shall fail to take place at the time so designated, through oversight or otherwise, a subsequent meeting may be held and designated as the postponed annual meeting and any business transacted or elections held at such postponed meeting shall be valid as if transacted or held at the annual meeting.
5. Notice of the postponed annual meeting must be given to the members at least ten days prior to the date of the postponed annual meeting by mail, email, or other effective means and shall include the meeting agenda and all relevant documents.
6. A special meeting of the membership may be called by order of the President(s) at any time and shall be called by the President(s) upon the request of a majority of the Trustees or upon the request of two-fifths of the voting members. No business other than that stated in the agenda for the special meeting shall be transacted by the membership at that meeting. Notice of the special meeting must be given by mail, email, or other effective means to the members at least ten days prior to the date of the special meeting.
7. At any membership meeting (annual or special), ten (10) percent of the voting members shall constitute a quorum.
ARTICLE VI – BOARD of TRUSTEES
1. The Board of Trustees shall consist of no less than seven and no more than twelve members of the Corporation who are Jewish and shall be elected by the members of the Corporation for a term of three years. Approximately one-third of the Trustees shall be elected each year. Trustees shall be eligible for re-election at the expiration of their stated terms.
2. In the event of a vacancy caused by the death, resignation, removal or disqualification of any Trustee, the Trustees may choose a successor who shall fill the vacant term until the next annual or special meeting of the membership.
3. The term of those Trustees elected at the annual meeting of the membership shall begin at the close of the annual meeting.
4. Among other functions, the Board has the authority, including but not limited to
- implement policy decisions made by the membership,
- recommend policy matters to the membership for their decision,
- make policy decisions within the framework of the bylaws,
- authorize individuals to speak on policy matters in the name of the Corporation.
5. Any Trustee of the Corporation may be removed by a two-thirds vote at any annual or special meeting.
6. A Trustee who misses more than three regularly scheduled meetings within one (1) calendar year without authorization of the President (s) or is found to have been involved in any malfeasance or misfeasance of office, may be removed by a two-thirds vote of the Trustees.
7. All trustees must be current members of the Corporation for the duration of the term that they are serving.
ARTICLE VII – MEETINGS of the TRUSTEES
1. Trustee meetings shall consist of regular monthly meetings and special meetings.
2. A regular meeting of the Board of Trustees shall be called once each month.
3. Notice of regular meetings shall be given by mail, email, or other effective means not less than seven (7) days prior to such meeting; however, notice may be waived by being present at the meeting.
4. A special meeting of the Trustees may be called by the President (s).
5. The President(s) shall call a special meeting upon the request of any three Trustees.
6. Notice of special meetings shall be given by mail, email, or other effective means not less than three (3) days prior to such meeting; however, notice may be waived by being present at the meeting.
7. At any regular meeting of the Board of Trustees, a quorum shall consist of all those Trustees present.
8. At any special meeting of the Board of Trustees, a quorum shall consist of at least one half (1/2) of all the elected Trustees.
ARTICLE VIII – OFFICERS
1. The officers of the Board of Trustees shall consist of a President, Vice-President, Treasurer and Clerk and such other officers as the Trustees may from time to time determine proper. Alternatively the Board of Trustees may elect two individuals to share responsibilities of the President. They shall be designated Co-Presidents.
2. The officers shall be elected by the Trustees, from among their members, at their first meeting after the annual meeting of the membership, and perform the duties applicable to the office as prescribed by the parliamentary authority as well as those duties listed below and any additional duties prescribed by the Board of Trustees.
3. Each officer shall be elected for a term of one year or until his/her successor is elected.
4. The President(s) shall not be elected for more than three consecutive terms.
5. The President (s) shall have general supervision, management and control of the activities and business affairs of the Corporation. The President (s) or the President(s)’s designee shall preside at all meetings of the membership and of the Trustees. The president(s) shall appoint all committee members with the approval of the Trustees. The President(s) shall be an ex-officio member of all committees of the Corporation without vote.
6. The Vice-President shall perform the duties and accept the responsibilities of the President(s) in the case of the latter’s absence or disability.
7. The Treasurer shall have the custody of all the corporate funds and securities and shall keep a full and accurate account of receipts and disbursements in the books of the corporation. The Treasurer shall deposit money and other valuable property in the name and to the credit of the Corporation in such depositories as may be designated by the Trustees. The Treasurer shall disburse the funds of the Corporation as shall be ordered by the Trustees. The Treasurer shall render to the President(s) and Trustees at their annual meeting, and whenever else they may require it, a full account of all transactions and of the financial condition of the Corporation. All checks and other commercial papers shall be signed in the manner allowed by the Trustees.
8. The Treasurer may oversee the services of an individual selected by the Board of Trustees to execute any or all of the responsibilities of the Treasurer.
9. The Clerk shall keep accurate minutes of all meetings of the membership and of the Trustees. The Clerk shall have custody of all documents in possession of the Corporation. The Clerk shall be responsible for filing with proper officials all documents required by law to be filed by the Corporation. The Clerk shall also perform such other duties as may be described by the laws of the State of Vermont.
10. In the event of a vacancy caused by the death, resignation, removal or disqualification of any officer, the Trustees may choose a successor who shall hold office until the expiration of the term.
11. Any Trustee may be removed from office by a two-thirds vote of the Board
12. In the event that any of the officers is temporarily unable to perform his/her duties, the President(s) may appoint someone to temporarily execute those responsibilities.
ARTICLE IX – COMMITTEES
1. Board of Trustees may establish the following committees at the first meeting of the newly elected Board by appointment of chairpersons by the President(s). Each of these committees shall have the responsibilities as determined by the Board.
2. Standing Committees
a) Adult Education
b) Anti-Semitism
c) Buildings and Grounds
d) Cemetery
e) Chesed
f) Finance
g) Fund Raising
h) Hebrew School Education
i) Hospitality
j) Membership
k) Ritual
l) Social Action (tikkun olam)
m) Spiritual Leader Liaison
2. Ad-Hoc Committees
The President(s) may, for a special purpose or occasion, appoint an ad-hoc committee. After a final report and accounting, such committee shall be officially discharged by Board action at a regular board meeting.
ARTICLE X – PARLIAMENTARY AUTHORITY
1. The rules contained in a recent edition of ROBERT’S RULES OF ORDER shall govern the Corporation in all cases in which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order the Corporation may adopt.
ARTICLE XI – VOTING PROCEDURES
1. Voting at any legally called membership meeting may be by voice, show of hands, standing, or written ballot.
2. Voting procedures require a member to be present at the time of the vote to state his or her preference on the question, except that any member present at a meeting may cast one vote for one absent member if the present member has written authorization (a proxy) from the absent member to cast his or her vote. Multiple proxies are not allowed.
3. The Board may authorize a vote by mail ballot of the membership on any question under the following conditions:
- The question to be voted on shall be explicitly stated on the ballot, and
- The question may not be amended in any fashion after the ballots are distributed, and
- The results of the ballot shall be the first order of business at the next regular or special meeting of the membership.
4. No voting procedure shall be adopted by the Corporation which permits a question to be decided by mixing the votes of persons attending a meeting with ballots mailed in by absentees.
ARTICLE XII – AFFILIATION
1. The Corporation may affiliate or disaffiliate with another organization by a two-thirds vote of the entire voting membership of the Corporation taken in a manner determined by the Board of Trustees.
2. The Congregation will be a member of the Union of Reform Judaism (URJ), abide by the URJ Constitution and bylaws, and pay dues to the URJ as specified in the URJ bylaws.
ARTICLE XIII – AMENDMENTS
1. These bylaws may be amended at any annual or special meeting of the membership, in which:
Notice of the proposed amendment is given at the time the annual or special meeting is warned, and
the purpose of the amendment as noticed to the membership may not be substantially changed during the consideration of its adoption, and
a two-thirds vote at that meeting is necessary to amend the bylaws.
2. The Board of Trustees may, by a two-thirds vote, temporarily amend these bylaws after having considered the amendment at no fewer than two regular monthly meetings. The change to the bylaws as adopted by the Board is then subject to ratification or rejection by a two-thirds vote of the membership present at the next annual or special meeting.