Bylaws

Article 1 (Name)

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

Article 2 (Purpose)

Section 1. Its program shall be to perpetuate and advance Reform Judaism.

Article 3 (Membership)

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. By May 1 of each year, each member shall make an annual membership pledge of financial support (“Annual Membership Pledge”) to the Congregation for the upcoming fiscal year (July 1 of the then current year through June 30 of the following year). The Annual Membership Pledge shall be due and payable in 12 equal monthly installments unless otherwise agreed between the member and the Congregation and approved by the Board. Each monthly installment shall be due and payable on the first day of each month.

Section 4. A member shall be deemed in good standing if the member’s Annual Membership Pledge and any other obligations, including religious school tuition, preschool tuition, fees and expenses related to B’nai Mitzvah services or any other fee or expense then due and payable, if any, , are paid in full.

Section 5.

(a) Any member whose Annual Membership Pledge payments or other obligations, if any, 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 the 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 outstanding balance of the Annual Membership Pledge or any other obligations due and payable to the Congregation at the time of resignation or suspension.

Section 6. Each member in good standing, as defined in Article II, Section 4 above, 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) Request 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) 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, subject to timely payment of any fees or expenses then in effect.

Article 4 (Congregational Meetings)

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 5 (Board of Trustees)

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 the 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 President 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 President or presiding officer 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 President or the presiding officer 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 taken 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 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 6 (Officers)

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 and the Executive Director 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 present 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.

(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 7 (Leadership Positions)

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-fourths (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 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 8 (Committees)

Section 1. The President and/or Board of Trustees, in collaboration with the Senior Rabbi and the Executive Director, shall have the authority to establish standing or ad hoc 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) Executive Committee

(b) Finance Committee

Section 2. The chairpersons of all standing committees must be members in good standing of the congregation, and congregants of the Jewish faith.

Section 3. Each standing committee shall meet at regular intervals. The President shall be an ex-officio member of all standing committees and any other ad hoc committees, which the President may appoint. The President shall designate one member of the Board to be a liaison to between the committee and 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.

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) Executive and Other Committees. 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) Finance Committee. The Finance Committee shall consist of the then-current Treasurer and up to seven (7) 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.

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

Article 9 (Endowment)

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 10 (Dissolution or Merger)

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 11 (Miscellaneous)

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.

Section 5. Approvals Required for Increasing Mortgage Indebtedness. It is Bet Shalom’s policy and goal to pay down, and ultimately pay off, the mortgage indebtedness on its building and grounds located at 13613 Orchard Road, Minnetonka, Minnesota (the “Current Building”). If at any time after the adoption of this Bylaw, it is proposed to authorize, adopt or carry out either (i) an increase the principal amount of the indebtedness that is secured in whole or in part by the Current Building, or (ii) to engage in a Sale-Lease Back Transaction (as defined below) involving the Current Building ((i) and (ii) being each referred to as a “Debt Increase Proposal”), then any such Debt Increase Proposal shall require both of the following prior to the Debt Increase Proposal being approved, adopted or carried out by Bet Shalom or Bet Shalom being legally bound:

(a) that the Debt Increase Proposal be approved in writing by that number of members of the Board of Trustees who constitute at least three-fourths of the entire membership of the Board of Trustees; and

(b) that notice in writing to the members of the Congregation be given in person, by U.S. Mail or by electronic mail to the address at which the member has consented to receive notice, advising them of the terms of the Debt Increase Proposal and of the date, time and place of a special meeting of Congregation to be held at least 21 days after such notice is given at which time the Debt Increase Proposal shall be considered; and for such a meeting to be competent to transact business, then (notwithstanding any other provision of the Bylaws) the presence in person of at least twenty-five percent (25%) or seventy-five (75) members of the Congregation entitled to vote must be present, and any approval, adoption or carrying out by Bet Shalom of the Debt Increase Proposal shall require a vote in favor of the Debt Increase Proposal by at least two-thirds of the members present.

Notwithstanding any other provision of the Bylaws, any amendment of this Bylaw Article XI, Section 5, shall require the approvals referred to in (a) and (b) above. For purposes of this Bylaw, a “Sale-Lease Back Transaction” means any arrangement, directly or indirectly, whereby all or any material portion of the Current Building is sold or transferred and then rented or leased to use for the same or a substantially similar purpose or purposes as the property sold or transferred.