Name, and Definitions

BYLAWS

______

ARTICLE I

NAME, AND DEFINITIONS

1.The "Congregation" shall mean ______

2.The "Board" shall mean the Board of Trustees of the Congregation.

3.The "Trustee" shall mean any individual member of the Board.

ARTICLE II

MEMBERS

1. Membership. Membership shall be open to all persons over the age of eighteen, of good moral character and interested in the purposes of the Congregation.

a.Dues. The Members shall establish a schedule of dues, as they deem appropriate. Any change of the dues shall require a two-thirds majority of the Members. All dues are due and payable annually in advance immediately preceding the High Holy Days. A schedule of current dues is included in Attachment A.

b.Application Process. Application for membership shall be made in writing to the Membership Committee, which shall report on each application to the Board of Trustees for appropriate action. A majority vote of the Members present at a regular or special meeting of the Board of Trustees shall be required to elect an applicant to membership.

3.Meetings. At least two meetings a year, designated by the President (the Annual Meeting being one of the two), the Financial Secretary shall render a financial report to the Congregation.

a.Annual Meeting. The Annual Meeting of the Members shall be held each year at the place, time and date, in the month of ______, as may be fixed by the Board of Trustees, or, if not so fixed, as may be determined by the President of the Board of Trustees.

b.Special Meetings. Special meetings of the Congregation may be called by the President, whenever, in his/her discretion, he/she deems it necessary, and must be called by him at the written request of ten (10) Members of the Congregation in good standing, or of five (5) members of the Board of Trustees. Said request shall state the reason for and the purpose of said meeting. In the event that the President fails to issue a call for the special meeting within five (5) days after being requested to do so, any other officer may issue such call.

4.Notice of Meetings. Written notice of the place, date and hour of any meeting shall be given to each Member entitled to vote at such meeting by mailing the notice by first class mail, postage prepaid, or by personal delivery, not less than ten (10) nor more than thirty (30) days before the date of the meeting. Notice of Special Meetings shall indicate the purpose for which they are called and the person or persons calling the meeting. In addition, notice for the Annual Meeting, including the names of who has been nominated for election of Trustee, shall be announced by the Rabbi (or an Officer of the Congregation if the Rabbi is not available) on the two consecutive Shabbos morning services next preceding such Annual Meeting.

5.Quorum, Adjournments of Meetings. At all meetings of the Members a majority of the Members, present, in person or by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Members so present or represented may adjourn the meeting. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

6.Organization. The President of the Congregation shall preside at all meetings of the Members or, in the absence of the President, an acting chair shall be chosen by the Members present. The Secretary shall act as Secretary at all meetings of the Members, but in the absence of the Secretary, the presiding officer may appoint any person to act as the Secretary of the meeting.

7.Voting. At any meeting of the Members, each fully paid Member present in person or by proxy shall be entitled to one vote. Upon demand of any Member, any vote for Trustees or upon any question before the meeting shall be by ballot.

8.Action by the Members. Except as otherwise provided by law or by these By-Laws, the vote of a majority of Members entitled to vote, if a quorum is present at such time, shall be the act of the Members.

9.Termination of Membership. A Member may be suspended or expelled from the Congregation by a two-thirds vote of the Board of Trustees at any regular or special meeting for any of the following reasons:

a.Failure, after due notice by Registered Mail, to pay dues, pledges or other financial obligations for a period of three (3) months from the date of creation of such obligations. In this regard requests for additional time to pay or for deferred payments must be made to the Board which shall either approve or reject such requests.

b. Willful violation of these By-laws or continued disruptive behavior at meetings or functions of the Congregation.

c.Gross misconduct which brings discredit upon the Congregation and its Members, or the Jewish faith.

ARTICLE III

TRUSTEES

1.Election. The initial Board is set forth in the Congregation's Certificate of Incorporation. The Trustees shall hold office for a period of one year from the date of the election or until the election and qualification of their respective successors, except as hereinafter otherwise provided for filling vacancies.

If you do classes and/or want term limits

[[[Classes. The Trustees shall be divided into three classes. At the Annual Meeting of the Congregation in ______of each year, one-third (1/3) or as close as possible thereto of the total number of Directors shall be elected for a three (3) year term.

Term. Each Trustee shall hold office for a period of three (3) years from the date of the election or until the election and qualification of his/her respective successor, except as hereinafter otherwise provided for filling vacancies or setting up the alternating three classes. Each Trustee shall be eligible for re-election, but no Trustee shall be eligible to serve for more than two (2) consecutive three (3) year terms. ]]

2.Number. The number of Trustees of the Congregation shall be no less than three (3) and no greater than twenty-one (21).

3.Resignation. Any Trustee may resign at any time by giving written notice of such resignation to the Board.

4.Vacancies. Any vacancy in the Board occurring during the year, including a vacancy created by an increase in the number of Trustees made by the Board, may be filled for the unexpired portion of the term by the Trustees then serving, although less than a quorum, by affirmative vote of the majority thereof. Any Trustee so elected by the Board shall hold office until the next succeeding annual meeting of the Board or until the election and qualification of his/her successor.

5.Meetings. The annual meeting of the Board shall be in _____ immediately following the Annual Meeting of the Members. The newly elected Trustees shall meet for the election of officers, and the transaction of other business, and, if a quorum of the Trustees be then present, no prior notice of such meeting shall be required to be given. Meetings of the Board may be held as the Board may from time to time fix or shall be specified in the notice, or waivers thereof.

6.Special Meetings. Special meetings of the Board may be called by the President or Vice President.

7.Notice of Meetings. Notice of all Trustee's meetings, except as herein otherwise provided, shall be given bymailing or any other lawful means, at least three (3) days before the meeting to the usual business or residence address of the Trustee, but such notice may be waived by any Trustee. Regular meetings of the Board may be held without notice at such time and place as shall be determined by the Board. Any business may be transacted at any Board meeting. At any time at which every Trustee shall be present, even though without any notice or waiver thereof, any business may be transacted.

8.Chairperson. At all meetings of the Board, the President or Vice President, or in their absence a chairperson chosen by the Trustees, shall preside.

9.Quorum. At all meetings of the Board, a majority of the Trustees shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Trustees present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute or by these ByLaws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent Trustee.

10.Action by Trustees Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto shall be filed with the minutes of the proceedings of the Board or committee.

11.Meeting by Conference Telephone. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

12.Powers. All the corporate powers, except such as are otherwise provided for in these ByLaws and in the laws of the State of New York, shall be and are hereby vested in and shall be exercised by the Board. The Board may by general resolution delegate to committees of their own number, or to officers of the Congregation, such powers as they may see fit.

13.Duties. The Board shall direct the President and Treasurer to present at the annual meeting of the Board a report, showing in appropriate detail the following: (a) the assets and liabilities, including the trust funds, of the Congregation as of the end of the fiscal year immediately preceding the annual meeting, which shall be not more than four months prior to such meeting; (b) the principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report; (c) the revenue or receipts of the Congregation both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report; and (d) the expenses or disbursements of the Congregation, for both general and restricted purposes, during the year immediately preceding the date of the report. The annual report of the President and Treasurer shall be filed with the records of the Congregation and an abstract thereof entered in the minutes of the proceeding of the annual meeting of the Board.

14.Removal of Trustees. Any Trustee, may be removed from office with or without cause by the affirmative vote of the majority of the Board at a duly constituted meeting of the Board.

ARTICLE IV

OFFICERS

1.Number. The Officers of the Congregation shall be the President, Vice President, Secretary, Treasurer, and such other Officers with such powers and duties not inconsistent with these ByLaws as may be appointed and determined by the Board. Any two offices, except those of President and Secretary, may be held by the same person.

2.Election, Term of Office, and Qualifications. The President shall be elected annually by the Board from among their number and the other Officers shall be elected annually by the Board from among such persons as the Board may see fit. [You can also have election of Officers by Members]

3.Vacancies. In case any office of the Congregation becomes vacant by death, resignation, retirement, disqualification, or any other cause, the majority of the Trustees then in office, although less than a quorum, may elect an Officer to fill such vacancy, and the Officer so elected shall hold office and serve until the next annual meeting of the Board and until the election and qualification of his successor.

4.President. The President shall preside at all meetings of the Board. S/He shall have and exercise general charge and supervision of the affairs of the Congregation and shall do and perform such other duties as may be assigned to her/him by the Board.

5.Vice President. At the request of the President, or in the event of his/her absence or disability, the Vice President shall perform the duties and possess and exercise the powers of the President; and to the extent authorized by law the Vice President shall have such other powers as the Board may determine, and shall do and perform such other duties as may be assigned him/her by the Board.

6.Secretary. The Secretary shall have charge of such books, documents, and papers as the Board may determine and shall have the custody of the corporate seal. S/He shall attend and keep the minutes of all the meetings of the Board. S/He may sign with the President or Vice President, in the name and on behalf of the Congregation, any contracts or agreements authorized by the Board, and when so authorized or ordered by the Board, s/he, in general, shall perform all the duties incident to the office of Secretary, subject to the control of the Board of Trustees, and shall do and perform such other duties as may be assigned to him/her by the Board.

7.Treasurer. The Treasurer shall have the custody of all funds, property, and securities of the Congregation, subject to such regulations as may be imposed by the Board. When necessary or proper s/he may endorse on behalf of the Congregation for collection checks, notes, and other obligations, and shall deposit the same to the credit of the Congregation at such bank or banks or depositary as the Board may designate. S/He shall sign all receipts and vouchers and, together with such other Officer or Officers, if any, as shall be designated by the Board, s/he shall sign all checks of the Congregation and all bills of exchange and promissory notes issued by the Congregation, except in cases where the signing and execution thereof shall be expressly designated by the Board or by these ByLaws to some other Officer or agent of the Congregation. S/He shall make such payments as may be necessary or proper to be made on behalf of the Congregation. S/He shall enter regularly on the books of the Congregation to be kept by him/her for the purpose of full and accurate account of all moneys and obligations received and paid or incurred by him/her for or on account of the Congregation, and s/he shall exhibit such books at all reasonable times to any Trustee upon application at the offices of the Congregation. S/He shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board.

8.Removal. Any Officer may be removed from office by the affirmative vote of twothirds of all the Trustees at any regular or special meeting called for that purpose, for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the Congregation, for lack of sympathy with its objects, or for refusal to render reasonable assistance in carrying out its purposes. Any Officer proposed to be removed shall be entitled to at least five (5) day's notice in writing by mail of the meeting of the Board at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board at such meeting.

ARTICLE V

AGENTS AND CONTRACTS

1.Agents. The Board may appoint such agents and representatives of the Congregation with such powers and to perform such acts or duties on behalf of the Congregation as the Board may see fit, consistent with these ByLaws, to the extent authorized or permitted by law.

2.Authorized Agents. The Board, except as in these ByLaws otherwise provided, may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Congregation, and such authority may be general or confined to a specific instance: and unless so authorized by the Board, no Officer, agent, or employee shall have any power or authority to bind the Congregation by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount.

3.Contracts with Directors and Officers. The Directors and Officers of the Congregation may be personally interested in any contract relating to the operations conducted by the Congregation. The Directors and Officers may freely make contracts, enter transactions, or act for and on behalf of the Congregation, even though they may also be acting as individuals, or as trustees, or as agents for other persons or corporations, or may be interested as shareholders, directors, etc. Any such contract, transaction, or act on behalf of the Congregation in a matter in which the Directors or Officers are personally interested shall be at arm's length, not be in violation of the Certificate of Incorporation, not be against the Congregation's use or be a use of its funds for private benefit. No such contract, transaction, or act shall be taken on behalf of the Congregation if such contract, transaction, or act is a prohibited transaction.

ARTICLE VI

COMMITTEES

1. Appointment. The Board may appoint from its number, or from among such persons as the Board may see fit, one or more advisory committees, and at any time may appoint additional members thereto. The members of any such committee shall serve during the pleasure of the Board. Such advisory committees shall advise with and aid the Officers of the Congregation in all matters designated by the Board. Each such committee may, subject to the approval of the Board, prescribe rules and regulations for the call and conduct of meetings of the committee and other matters relating to its procedure.