BY-LAWS OF BET SHALOM CONGREGATION

PREAMBLE
ARTICLE I (Name)
ARTICLE II (Purpose)
ARTICLE III (Membership)
ARTICLE IV (Congregational Meetings)
ARTICLE V (Board of Trustees)
ARTICLE VI (Officers)
ARTICLE VII (Leadership Positions)
ARTICLE VIII (Committees)
ARTICLE IX (Endowment)
ARTICLE X (Dissolution or Merger)
ARTICLE XI (Miscellaneous)

SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BETSHALOM

ARTICLE I (Name)
ARTICLE II (Registered Office)
ARTICLE III (Purpose)
ARTICLE IV (Exemption Requirements)
ARTICLE V (Members)
ARTICLE VI (Directors; Trustees)
ARTICLE VII (Written Action in Lieu of Meeting)
ARTICLE VIII (Notice; Participation by Remote Communication)
ARTICLE IX (Personal Liability)
ARTICLE X (Dissolution)
ARTICLE XI (Amendment)
ARTICLE XII (Duration)

PREAMBLE                                                                                                        Return to top of page

It will be a place that will be a family of friends.

It will be a place where you will feel a sense of belonging, whether you are an adult or a child, young or old.

It will be a place where nobody will be lost in the shuffle of numbers.

It will be a place where our children will learn to know and understand other lifestyles and values as well as they understand their own.

It will be a place where each of us feels we belong, where people care about what we value, what we say, and how we feel.

It will be a place of involvement -- from the rituals on the pulpit to the participation in services to the dishes in the kitchen.

It will be a place where quality is stressed.

It will be a place where we will laugh, cry, love and grieve as we practice together our Judaism.

ARTICLE I  (Name)                                                                                            Return to top of page

Section 1.  The name of this Congregation is Bet Shalom.

ARTICLE II (Purpose)                                                                                        Return to top of page

Section 1.  Its program shall be to establish and maintain all facilities for the practice, perpetuation and advancement of Reform Judaism.

ARTICLE III  (Membership)                                                                               Return to top of page

Section 1.  Any person of Jewish faith, 18 years of age or over, upon due application, may be elected to Membership by the Board of Trustees (hereinafter called the "Board"), upon such terms and conditions as may be established by said Board from time to time.

Section 2.  The unit of membership shall be the individual or, in the case of families, the family or household. Each household unit in good standing (as hereinafter defined) shall be entitled to vote at all meetings of the Congregation, each household (whether a family or an individual) having one vote. As used in these bylaws "member" means the unit of membership, whether family or individual; “congregant” means an individual, whether belonging through an individual or family membership.

Section 3.  The dues or other obligations (including capital fund and religious school fee assessments) shall be fixed by the Board and may be revised from time to time as the occasion requires. The Board shall have the specific power to levy assessments on members for any specific purposes; provided, however, that such assessments shall be equitable according to the respective dues and provided further that it will require a two-thirds vote of the Board then present at a duly-convened meeting.

Section 4.  Membership dues are due and payable on the first day of each fiscal year. Members shall be given the privilege of paying either annually, semi-annually, quarterly or monthly. This option, however, is a courtesy and shall not relieve the member of the member's obligation for the unpaid balance of the entire annual dues or other obligations upon resignation at any time during the year.  Other obligations shall be due and payable on terms established by the Board, and may be revised from time to time, as the occasion requires.

Section 5.  A member shall be deemed in good standing if the member's dues or other obligations then payable, according to that member's mode of payment, are paid in full by the end of the Congregation's fiscal year.

Section 6.

(a) Any member whose dues or other obligations are in arrears for six (6) months may be suspended from membership by the Board. Such suspension, however, shall not take effect until after thirty (30) days' notice of such action and opportunity to pay all arrears shall have been given to the member in writing, by mail to the last known address and email address, if any, on record on the books of the Congregation. Upon suspension, all rights and privileges of membership of the suspended member in the Congregation shall cease.

(b) A member thus suspended may be reinstated by the Board on payment of all arrears, or by complying with such adjustments or other items as may be determined by the Board.

(c) The resignation or suspension of any member shall not relieve that member from liability for the payment of any obligation due to the Congregation at the time of resignation or suspension.

Section 7.  Each member in good standing who meets the requirements as set forth by the appropriate authority shall be privileged to:

(a) Attend all meetings of the Congregation; vote by family unit upon the election of officers and Board members and on any other matters that may lawfully come before any of its meetings.

(b) Have the services of the Rabbi and other such religious functionaries as may be necessary at customary religious ceremonies involving members of the Congregation and their immediate families provided they are in accordance with Rabbinic standards as defined in Article VII, Section 3 of these By-laws.

(c) Have each member's children instructed in our educational facilities, and celebrate Bar or Bat Mitzvah and Confirmation ceremonies.

(d) Be seated at all services.

(e) Receive cards of admission to all High Holy Day services for the member, or in the case of family membership, both spouses and all their dependent children.

(f) Use the building facilities for a wedding, Bar or Bat Mitzvah or funeral of a member of the member's immediate family provided they are in accordance with Rabbinic standards as defined in Article VII, Section 3 of these By-laws.

ARTICLE IV (Congregational Meetings)                                                        Return to top of page

Section 1.  The annual meeting of the members of the Congregation shall be held at least once during each calendar year at such place and at such time, prior to the end of the Fiscal Year, June 30, as the Board shall designate.

Section 2.  Written notice of the annual or special meetings shall be sent via US mail or electronically mailed at least twenty-one (21) days prior to the date thereof to each member of the Congregation at the member's last known address.

Section 3.  Presence at any annual meeting in person of ten percent (10%) of the membership or thirty (30) members of the Congregation entitled to vote (whichever is less) shall constitute a quorum for the transaction of business.

Section 4.  Special meetings of the Congregation for any purpose shall be called by the President's motion, or at the request in writing of fifty (50) members in good standing of the Congregation or ten percent (10%) of the membership, (whichever is less). Such call shall state the purpose of the proposed meeting, and business transacted at such meeting shall be confined to the purpose stated in the call.

Section 5.  Provided a quorum is present, a vote of the majority of those members present at a congregational meeting shall be necessary to pass on any action.

Section 6.  Prior to the annual meeting of the Congregation, the President shall appoint a nominating committee to prepare a slate of trustees and officers to be voted upon at the annual meeting. The nominating committee shall consist of seven (7) congregants; three (3) from the Board, and four (4) from the Congregation at large. Said slate shall be mailed to the membership at the same time notice of the annual meeting is called. Additional nominations may be made, if submitted in writing on petition signed by seven (7) members in good standing of the Congregation received by the Board at least seven (7) days prior to said annual meeting.

ARTICLE V (Board of Trustees)                                                                        Return to top of page

Section 1.  Authority of Board. 

The business, property and affairs of the Congregation shall be managed and governed by the Board of Trustees. Such Trustees shall be members of the Congregation in good standing, and shall be of the Jewish faith.

Section 2.  Number and Term of Trustees.

(a) The Board shall consist of the elected officers of the Congregation, and two (2) immediate past Congregational presidents and additional members at-large each of whom shall be entitled to vote on all matters which come before the Board. The Board may establish honorary non-voting positions from time to time.

(b) At the annual meeting of the members of the Congregation in the odd-numbered years, eight (8) Trustees (including all the officers of the Congregation) shall be elected for a term of two (2) years. At the annual meeting, of the members of the Congregation in the even-numbered years, eight (8) additional Trustees shall be elected for a term of two (2) years. All officers and trustees shall begin their term of office on the first day of the fiscal year following their election.

(c) No congregant, other than those elected officers, shall be elected as a Trustee for more than three (3) consecutive two (2) year terms, or serve as a Trustee for more than seven (7) consecutive years. No officer, other than the President, shall be elected as a Trustee and/or officer for more than four (4) consecutive two (2) year terms, or serve as a Trustee and/or officer for more than eight (8) consecutive years.

(d) No more than one person from each membership unit shall serve on the Board at the same time.

Section 3.  Vacancies in the Board.

(a) Vacancies in the Board created by death, resignation, termination of membership in the Congregation or for any other reason shall be filled by an appointment to the Board by the President with the approval of the Board of Trustees for the remainder of the term created by such vacancy.

(b) Any Trustee who fails to attend three (3) consecutive meetings of the Board of Trustees shall be deemed to have resigned from the Board, unless such absence is demonstrated to the Board to have been justifiable.

Section 4.  Meetings of the Board.

(a) Regular meetings of the Board shall be held on the same day of each month during the year, or such other days as the President or President-Designate, if the President is unable to serve, shall set.

(b) Special meetings of the Board may be called by the President or President-Designate or more than one-third (1/3) of the number then serving as Trustees, at any time, upon notice as provided in Paragraph (c) hereunder, or by waiver of notice of all the Trustees.

(c) Notice of each regular or special meeting of the Board shall be in writing, given in person or by mail, or by electronic mail to the address at which the Trustee has consented to receive notice, at least seven (7) days before such meeting, unless the President determines that an emergency exists, in which event one (1) day's notice shall be given. In the event of special meetings, the date and purpose of said meeting shall be posted in a conspicuous place at least seven (7) days before said meeting.

(d) At each meeting of the Board, a quorum shall consist of more than half the number of Trustees serving on the Board, and if a quorum is present, the meeting shall be duly convened and may conduct any business properly brought before it. Provided a quorum is present, a vote of the majority of those present shall be necessary to pass on any action.

(e) Subject to the Trustee's advance request to and permission from the President, or Officer presiding at the meeting in the absence of the President, a Trustee will be deemed present and in attendance at a meeting by means of conference telephone or internet connection by which all persons participating in the meeting can adequately hear each other at the same time. The President, or presiding Officer, may deny such attendance or suspend the privilege of so attending where the trustee has made repeated and undue usage of such means of attendance.

(f) Any meeting among the Trustees may be conducted solely by one or more means of remote communication through which all the Trustees may participate in the meeting, if the same notice is given of the meeting required in subdivision 4, and if the number of Trustees participating in the meeting is sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence at the meeting.

(g) All meetings of the Board shall be open to attendance (but not voting) by all members of the Congregation, provided that the Chairperson of the meeting can enforce all reasonable rules for the maintenance of a proper. decorum for such meetings. Non-Board members wishing to speak at any Board meetings shall ask the Chairperson to be placed on the agenda before the meeting.

(h) The President, or by a vote of 1/3 of the Board members present and voting at any meeting, may call the Board into executive session, and only Board members and invited persons may be present at such a session.

Section 5. Action without Meeting. An action, other than an action requiring approval of the members, may be takine by written action signed, or consented to by authenticated electronic communication, including, but not limited to, email, by the number of Trustees that would be required to take the same action at a meeting of the Board at which all Trustees were present.

Section 6.  Executive and Other Committees.

(a) The Executive Committee shall consist of the officers of the Congregation and the immediate Past President. Such Committee shall have the authority of the Board between meetings of the Board on matters requiring emergency attention. In all other cases, the Executive Committee shall consider matters coming before it and make recommendations for action to the Board.

(b) The Board may designate such other committees, with such powers as the Board may delegate, to have responsibility in various areas of Congregation activity.

Section 7.  Removal From Office.  Any member of the Board of Trustees may be removed from office by a vote of three-fourths (3/4) or more of the membership of the Board. Vacancies created by this section shall be filled in accordance with the provisions of Article V, Section 3 of these By-Laws.

ARTICLE VI (Officers)                                                                                       Return to top of page

Section 1.  The officers of the Congregation shall consist of a President, two Vice Presidents, a Secretary and a Treasurer, all of whom shall be elected for a term of two (2) years at the annual meeting of the members of the Congregation in the odd-numbered years. At the annual meeting of the members of the Congregation in the even-numbered years, a President-Designate shall be elected by the Congregation from among all the officers.

Section 2.  The President shall be the chief executive officer of the Congregation and preside at all meetings of the Board of Trustees. The President shall appoint at the first regular meeting after the annual Congregational meeting, the chairpersons of the various standing committees. The President shall be an ex-officio member of all standing committees and shall have general active management of the affairs of the Congregation, seeing that all orders and resolutions of the membership and the Board are carried out and put into effect. The President shall cast the deciding vote on all questions in which there may be an equal division. The President will work in collaboration with the Senior Rabbi to respond to the needs of the Congregation.

Section 3.  Whenever the President is disabled, or unable to discharge the duties of the office, the presidential duties shall be assumed by the President-Designate or, if none has been chosen, the Board of Trustees by majority vote shall choose one of the Officers to assume and discharge such duties.

Section 4.  The Secretary shall:

(a) Attend all meetings of the members of the Board, the Executive Committee, and the annual meeting of the Congregation, and keep and read the minutes of the same.

(b) Ensure that notices of all meetings of the Board are timely sent, and maintain a record of same.

(c) Perform such other duties as the office demands or as shall be delegated to the Secretary by the members or by the Board.

Section 5.  The Treasurer will:

(a) Review the receipt of all money belonging to the Congregation by the financial staff.

(b) Review the deposit of all money so received in the name of the Congregation by the financial staff in such bank or banks as the Board of Trustees may direct.

(c) Review the payment by the financial staff of all bills approved by the Board of Trustees.

(d) Make monthly reports to the Board of Trustees of the condition of the treasury.

(e) Attend and chair all meetings of the Finance Committee and have the books and accounts of the Congregation, which are maintained by the Treasurer, ready for settlement at the end of each Fiscal Year, June 30.

(f) Present a full statement of the Congregation's financial condition at each annual meeting of the members.

(g) At the expiration of the Treasurer's term, deliver to the successor, upon taking office, all books and papers pertaining to the office which may be in the outgoing Treasurer’s custody or possession.

Section 6.  The Vice Presidents will perform the duties as determined by the Board of Trustees.

Section 7. Vacancies in Required Offices. Except for the President, vacancies of the required officers created by death, resignation, termination of membership in the Congregation or for any other reason shall be filled by an appointment to the Executive Committee by the President with the approval of the Board of Trustees for the remainder of the term created by such vacancy. Vacancy of the office of the President of less than one year my be left open and the Presidential duties assumed as provided by this Article VI, Section 3.

Section 8. Removal From Office. An Officer may be removed from office by a vote of three-fourths (3/4) or more of the membership of the Board. Vacancies created by the preceding sentence of this Section shall be filled in accordance with the provisions of Article 6, Section 7 of these By-Laws.

ARTICLE VII  (Leadership Positions)                                                               Return to top of page

Section 1.  When it is necessary to engage Rabbis, Cantors, Cantorial Soloists, or Directors of Education (collectively, "Leadership Positions"):

(a) When it is necessary to fill a Leadership Position, a Succession Committee shall be appointed by the President, after consultation with the Senior Rabbi, and shall consist of seven members, at least three of whom are members of the Board of Trustees, in addition to the President and the Senior Rabbi. When it is necessary to select a new Senior Rabbi where the Rabbi is retiring or he/she is assuming Emeritus Status, the Senior Rabbi may serve as an advisor to the Succession Committee.  When the Senior Rabbi’s employment is terminated or he/she is no longer employed by the congregation, the President shall appoint the seven Committee members, without consultation with the former Senior Rabbi, who shall not be a member of the Committee. The membership of the Committee shall be approved by the Executive Committee. The Committee shall be chaired by the President, or a member designated by the President, and shall provide timely and periodic reports to the Board of Trustees in regards to its progress in reviewing candidates for the open Leadership Position.

(b) The Succession Committee shall conduct a thorough review and due diligence, including a reasonable means for congregational participation and make its recommendation to the Executive Committee for its approval. The Succession Committee and Executive Committee will jointly report and recommend as to whether or not an outside search is appropriate, and if not, submit its joint report and recommendation of the candidate or candidates (along with any proposed conditions of employment) to the Board of Trustees for its final approval of such employment. If an outside search is recommended and/or required by the Board of Trustees, the Succession Committee shall publish the position, conduct such search and review of potential candidates as appropriate, do their due diligence, provide, where deemed appropriate at the discretion of the Committee, an efficient mechanism for participation from the congregation, and make its recommendation to the Executive Committee for its approval.  The Succession Committee and Executive Committee will submit its joint report and recommendation of the candidate or candidates (along with any proposed conditions of employment) to the Board of Trustees for its final approval of such employment.

(c) The Board of Trustees will vote upon the recommendation before any offer is made to a candidate with three-fouths (3/4) vote required.

(d) If a new Senior Rabbi is being engaged, and the current Senior Rabbi is not retiring or assuming Emeritus status, the current Senior Rabbi's involvement is the search process will be determined by the Rabbi and the Board of Trustees.

Section 2.  The Senior Rabbi shall serve until resignation, or removal by the congregation at a special meeting. The Rabbi's terms of employment should be fixed from time to time by the Board of Trustees. The Rabbi shall be an ex-officio member of the Board of Trustees, Executive Committee and have the Congregation.

Section 3.  Each Rabbi shall be an ordained Rabbi and a graduate of the Hebrew Union College or such other institution of learning approved by the Union of Reform Judaism.  The Rabbi shall lead the Congregation in the practice of Reform Judaism as defined and set forth in the Central Conference of American Rabbis, as interpreted by the Rabbi.

Article VIII (Committees)                                                                                   Return to top of page

Section 1.  The President and/or Board of Trustees, in collaboration with the Senior Rabbi, shall have the authority to establish standing committees and designate committee chairs as deemed necessary in response to the needs of the congregation. Committees of the Congregation include but are not limited to the following:

(a) Finance
(b) Buildings and Grounds
(c) Social Action
(d) Member Welcoming
(e) Ritual
(f) Education
(g) Adult Education
(h) Personnel
(i) Ushering
(j) Library
(k) Art

Section 2.  The chairpersons of all standing committees must be members in good standing of the congregation, and congregants of the Jewish faith.  Only Jewish congregants may serve on the Ritual and Religious Activities Committee.

Section 3.  Each standing committee shall meet at regular intervals and will make written reports of its meetings to the Board of Trustees. The President shall be an ex-officio member of all standing committees and any other ad hoc committees, which the President may appoint. Each committee, regular or ad hoc, shall designate one member to be a liaison to the Board of Trustees; the liaison shall be responsible for ensuring that the Board is advised of committee activities. The liaison may, but need not be, the committee chairperson, and may but need not be member of the Board of Trustees.

Section 4.  The duties of each of the standing Committees shall be as hereinafter set forth, plus additional duties which the Board of Trustees may assign to said Committees from time to time.  Projects undertaken by committees are subject to prior approval by the Board of Trustees; the Board is responsible for setting policies for the Congregation.

(a) Finance Committee. The Finance Committee shall consist of the then-current Treasurer and 5 other members. The Committee shall oversee the financial affairs of the Congregation, including all aspects of membership dues, capital fund and Endowment pledges subject, to the approval of the Board of Trustees in accordance with the provisions of Article III related or ancillary matters as may be delegated and assigned by the Board of Trustees from time to time.

(b) Building and Grounds Committee. It shall be the duty of the Building and Grounds Committee to assist the Executive Director in the purchase of all supplies for the Congregation with the exception of those necessary for the conduct of the educational aspects of the Religious School program. It shall assist in the supervision of the custodial staff and make such regulations as may be necessary to insure proper maintenance and service in all areas of the congregation. It shall superintend the building and equipment of the congregation. It shall have the authority to set the rates governing the rental of certain facilities, as defined in rental agreements, to acceptable persons applying therefore, and supervise the use of the same by the congregation or others who have been granted the right of use thereof, except that any abatement of any part or all of the rental fee shall be the right of the Board of Trustees.

(c) Social Action. It shall be the duty of the Social Action Committee to provide opportunities for congregants interested in social action and social justive projects and education and to ensure that Bet Shalom is represented in the Twin Cities' community of organizations that participate in Tikkun Olam. The Committee will partner with our educators and youth groups to foser a lifelong commitment to Tikkun Olam among our children and grandchildren. Tikkun Olam is interpreted broadly to refer to volunteerism, advocacy and critical thinking in order to repair our world.

(d) Member Welcoming.  It shall be the duty of the Member Welcoming Committee to welcome new members of Bet Shalom. The committee does this by contacting new members and by hosting events, such as an annual new member Shabbat

(e) Ritual and Religious Activities. The mission of the Ritual and Religious Activities Committee of Bet Shalom is to support the ritual life of our congregation by studying with and being a resource for the Rabbis of Bet Shalom as they reform our prayer services, holiday celebrations and synagogue ritual policies.

(f) Education. It shall be the duty of the Education Committee to advise on and review all policies relating to the operation of the congregational religious school. The committee shall work closely with the Director of Education, clergy, professional staff, and parents to maintain excellence in educational programming for students of Bet Shalom. The committee may undertake additional responsibilities, as needed, to support the school leadership and staff.

(g) Adult Education. It shall be the duty of the Adult Education Committee to plan and present educational programs for adults.

(h) Personnel Committee.  It shall be the duty of the Personnel Committee at the direction of the Board of Trustees, to study salaries, working hours, and conditions of all professional, administrative and building staff of the congregation. The committee shall advise on hiring and retention of all staff, except as otherwise provided in these bylaws

(i) Ushering.  It shall be the duty of the Ushering Committee to greet congregants and visitors, and to maintain decorum before and during services. The committee shall assist the Executive Director in maintaining the ushering schedule and maintaining the necessary sanctuary supplies for worship.

(j) Youth Activities.  It shall be the duty of the Youth Activities Committee to assist the professional staff in supporting and supervising the various congregational youth group programs and youth group activities, for youth groups in al grades, including BeSTY, including social, intercongregational or social action programs.

(k) Library.  It shall be the duty of the Library Committee to maintain and expand the Congregational library and make it accessible to congregants, and to develop policies regarding library use.

(l) Art. It shall be the duty of the Art Committee to determine all displays of artwork, Judaica, memorabilia and similar items to be placed on congregational property. The art committee will consult with other committees as appropriate (e.g., the Education Committee with regard to displays in the school area). The Art Committee shall have authority to recommend items for purchase, commission, disposition or storage, and shall have the authority to select or reject any acquisition..

Article IX (Endowment)                                                                                     Return to top of page

Section 1.  There shall be established a Bet Shalom Endowment (the “Endowment”), as a separate Minnesota non-profit corporation, for the sole purposes of (a) soliciting, receiving, holding and investing money and other property that is donated to the Endowment, either by a donor or by Bet Shalom, and (b) making distributions of money at least annually to Bet Shalom to support financially Bet Shalom’s operations.  The Endowment shall function for the exclusive benefit of Bet Shalom and shall distribute the Endowment’s funds exclusively to Bet Shalom, except for payment of the Endowment’s operating expenses.  The Endowment shall not be involved in the selection, operation or management of Bet Shalom’s operations or programs, but this shall not be construed to limiting the right of Endowment trustees or officers to participate fully as Bet Shalom members in Bet Shalom’s activities and programs.  The Endowment shall seek to minimize its expenses to the extent possible, consistent with prudent management, so as to maximize its financial support for Bet Shalom.

Section 2.  The Endowment shall hold its annual meetings on the same day and immediately following the adjournment of the annual meeting of Bet Shalom, and at each such annual meeting the members of Bet Shalom, as members of the Endowment, shall elect the members of the Endowment’s Board of Trustees, in such number and for such terms as are established by the articles of incorporation and by-laws of the Endowment.  An Endowment Trustee shall serve without monetary compensation and must be a member of Bet Shalom at the time he or she is elected, and while serving as an Endowment Trustee shall not simultaneously serve as a Trustee or officer of Bet Shalom, except that any past President of Bet Shalom may at any time serve as a Trustee or officer of the Endowment.  No person shall be eligible to be elected as an Endowment Trustee if he or she is at that time the spouse or a member of the same household as a person who is then, or is then being elected as, an Endowment Trustee.

ARTICLE X (Dissolution or Merger)                                                                   Return to top of page

In the event of the dissolution or merger of the Congregation, no Officer, Trustee, clergy Member, Professional Staff Member, Director, employee, agent, or representative of the Congregation shall be entitled to any distribution or division of its remaining property, assets, or proceeds. The balance of all money and other assets or property owned, held, or received by the Congregation for any source, after the payment of all debts and obligations of the Congregation, shall be used exclusively for exempt purposes within the intention and purpose of the Internal Revenue Code as it now exists or may be amended from time to time, or it shall be distributed to an organization or organizations exempt under said section of the Internal Revenue Code. Moreover, any such use or distribution of the money or property of the Congregation shall, to the extent possible, be in accord with the Congregation's purpose asset forth above, and, to the extent possible, shall promote similar or related purposes.

ARTICLE XI (Miscellaneous)                                                                              Return to top of page

Section 1.  The fiscal year of the Congregation shall commence on July 1 and end on June 30 of the following calendar year.

Section 2.  All checks, notes, mortgages, contracts or documents of the Congregation must be signed by any officer of the Congregation authorized to do so by the resolutions of the Board of Trustees. It is recommended that the Treasurer be one of the authorized signatories on the checks relating to the day-to-day operations of the Congregation.

Section 3. Notwithstanding any other provision of these Bylaws, no Officer, Trustee, Clergy Member, Professional Staff Member or other employee, Director. or representative of the Congregation shall take any action or carry on any activity by or on behalf of the Congregation not permitted to be taken or carried on by an organization exempt under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the "Internal Revenue Code") and regulations promulgated thereunder, as they now exist or as they may hereafter be amended, or by an organization to which contributions are deductible under section 170(c)(2) of the Internal Revenue Code and regulations promulgated thereunder, as they now exist or as they may hereafter be amended.

Section 4.  The By-Laws may be amended by a majority vote at a Congregational meeting, in accordance with the statutes of the State of Minnesota relating to non-profit corporations.

SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BET SHALOM

The members of the Board of Trustees hereby adopt the following Second Amended and Restated Articles of Incorporation of Bet Shalom, which shall supersede and replace the Amended and Restated Articles of Incorporation currently in effect:

ARTICLE I (Name)                                                                                             Return to top of page

The name of this corporation shall be: Bet Shalom.

ARTICLE II (Registered Office)                                                                          Return to top of page

The location and address of this corporation's registered office in Minnesota shall be:
13613 Orchard Road
Minnetonka, Minnesota 55305

ARTICLE III (Purpose)                                                                                       Return to top of page

The general purposes of this corporation are to provide a place of Jewish worship, learning and assembly, and to engage in all other activities as will tend to promote the spiritual and educational welfare of its members and the community in which they live.

In furtherance of the purposes stated above, this corporation is organized for the general purpose of engaging in any lawful activity, including for charitable, religious, educational, and scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Minnesota or federal tax code. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

ARTICLE IV (Exemption Requirements)                                                             Return to top of page

At all times, the following shall operate as conditions restricting the operations and activities of the corporation:

  1. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof.
  2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, nor intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
  3. Notwithstanding any other provisions of this document, the corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future tax code, or by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.

ARTICLE V (Members)                                                                                        Return to top of page

The members of this corporation, the qualifications for membership and the rights of members shall be as set forth in the Bylaws of this corporation.

ARTICLE VI (Directors; Trustees)                                                                        Return to top of page

The management and affairs of the corporation shall be vested in a Board of Directors, as defined by the corporation's Bylaws. The Board of Directors shall be know as the Board of Trustees and shall in all respects be vested with the same rights and powers and designated such duties as provided for in Chapter 317A of the Minnesota Statutes, subject to the corporation's Bylaws.

The number of Trustees constituting the Board of Trustees of this corporation shall be as set forth in the Bylaws of this corporation in accordance with Chapter 317A of the Minnesota Statutes. The terms of office of the Trustees shall be fixed by the Bylaws of this corporation.

ARTICLE VII (Written Action in Lieu of Meeting)                                                  Return to top of page

An action may be taken by written action signed or consented to by authorized electronic communication by the number of trustees that would be required to take the same action at a meeting of the Board of Trustees at which all the trustees were present.

Any action required or permitted to be taken at a Board of Trustees' meeting, and not requiring member approval, may be taken by written action signed or consented to by authenticated electronic communication by the number of trustees that would be required to take action at a meeting of the Board of Trustees at which all trustees were present, as prescribed by the Bylaws; provided that if bylaws or statute require a different number to take action, that such number shall be required.

ARTICLE VIII (Notice; Participation by Remote Communication)                        Return to top of page

Any annual or special meeting of the Board of Trustees may be held solely by one or more means of remote communication, if notice of the meeting is given to every trustee entitled to vote, and if the number of voting trustees participating in the meeting is sufficient to constitute a quorum at a meeting. A trustee not physically present in person or by proxy at an annual or special meeting of the trustees may, by means of remote communication, participante in a meeting of the Board of Trustees held at a designated place.

ARTICLE IX (Personal Liability)                                                                          Return to top of page

No officer or trustee of the corporation shall have any personal liability for corporate obligations of any nature whatsoever, nor shall any of the property of the officers or trustees be subject to the payment of the debts or obligations of this corporation.

ARTICLE X (Dissolution)                                                                                    Return to top of page

In the event of the liquidation, dissolution or winding up of this corporation, whether voluntary or involuntary, or by operation of law, except as and to the extent otherwise provided or required by law, the remaining property and assets of this corporation shall be distributed as provided by the Bylaws of this corporation, or in the absence of any such provision in the Bylaws, in such manner as the Board of Trustees of this corporation, as constituted at the date of entry of the order allowing or directing the liquidation of this corporation's affairs, in their discretion shall by the affirmative vote of a majority of the trustees determine to be best calculated to carry out the objects and purposes for which this corporation is formed; provided, however, that none of the property or assets of this corporation shall be distributed for purposes other than exclusively for charitable, scientific, literary or educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or such other provisions of Minnesota or Federal Law as may from time to time be applicable.

ARTICLE XI (Amendment)                                                                                 Return to top of page

Amendments to these Articles shall be made in the manner prescribed now or hereafter by the applicable Minnesota law governing this corporation.

ARTICLE XII (Duration)                                                                                      Return to top of page

The duration of the corporation shall be perpetual unless the corporate existence is dissolved earlier according to law.

Upon the dissolution of the corporation, assets of the corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or any corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.