Leadership & ByLaws

TEMPLE DE HIRSCH SINAI
BYLAWS (Rev. 05/12/2011)

ARTICLE I
NAME

The name of this Congregation is Temple De Hirsch Sinai (sometimes referred to herein as “Temple”). It has been incorporated as a Washington nonprofit corporation under the same name and is an affiliate of the Union for Reform Judaism.

ARTICLE II
PURPOSE

Vision: Temple De Hirsch Sinai leads the community in Reform Jewish thought and practice, enriching the lives of our members and our community as we explore our Jewish possibilities together.

Mission: Temple De Hirsch Sinai serves a large, diverse, multi-campus Reform Jewish congregation in the greater Seattle area and provides leadership in promoting Jewish ethical and moral concepts. We uphold the traditional values of our historic congregation and strive to create a progressive and contemporary Jewish environment providing worship, education, lifecycle events, community building, and community service opportunities to all of our members.

ARTICLE III
MEMBERSHIP

Section 1. Any person of the Jewish faith, upon written application, agreeing to the philosophy and objectives of this Congregation as stated in these Bylaws, is eligible for membership.  When the spouse of a member is not Jewish, that spouse shall also be a member, subject to the limitations set out in Section 8 of this Article.

Section 2. Applications for membership shall be subject to review by the Membership Committee and approval by a majority of the Board of Trustees (hereinafter “Board”) present and voting.

Section 3. Categories of membership may be established by the Board.

Section 4. All members of the Congregation shall make an annual contribution to the Temple, as determined by the Board, which is due on the first day of the fiscal year or payable in accordance with an agreed upon schedule.

Section 5. All members of the Congregation shall be required to pledge and make payment to the Capital Fund an amount in accordance with a schedule determined by the Board.

Section 6. A member, to be in good standing, shall be current in financial obligations. Any member more than three (3) months in arrears is not in good standing and may be suspended or terminated from membership by a two-thirds vote of the Board, present and voting. Any member who is recommended to the Board for suspension or termination shall be notified by Certified Mail.

Section 7. Members in good standing, upon payment of any applicable fees, shall have the privilege, whether or not employed by the Temple unless otherwise noted below, to:

a. Participate in and vote at all meetings of the Congregation.  In the case of a married couple each spouse shall have such rights to vote and participate.  Each member’s child whose age is at least eighteen and less than twenty-two shall also have such rights regardless of whether the child has his or her own membership in the congregation.
b.Serve on standing committees or special committees.
c. Be eligible for any elected position as provided in these bylaws, provided however, a member employed by the Temple more than 20 hours per week shall not be entitled to hold any elected office.
d. Obtain tickets for the High Holy Day Services as prescribed by the Board.
e. Enroll in the Religion School any child or children in the member's family.f. Use the services of the Temple’s professional staff and clergy.
g. Use the Temple's facilities.
h. Participate in all programs, religious services and activities of the Congregation.
i. Obtain Cemetery property in accordance with established cemetery policies.
j. Receive Congregational mailings.

Section 8. Spouses shall each be entitled to exercise all the privileges of membership, except that to hold any elected position an individual must be Jewish. Where dissolution of marriage between members occurs, each party wishing to retain Temple membership must maintain separate membership in the congregation.

Section 9. Resignation shall be submitted in writing. All financial obligations shall be reviewed prior to acceptance of resignation by the Board.

Section 10. An application for reinstatement of membership shall be considered in the same manner as a new application.

ARTICLE IV
MEETINGS OF THE CONGREGATION

Section 1. The Congregation shall meet annually in May on a date set by the Executive Committee.

Section 2. Members in good standing at the Annual Meeting shall:
a. Elect the officers of the Congregation.
b. Elect members of the Board.
c. Elect two (2) members and one (1) alternate to the Nominating Committee.
d. Act on any other business referred by the Board.
e. Consider and take appropriate action on any other business referred to the Congregation by written petition of twenty-five (25) members in good standing, submitted to the Secretary of the Congregation no less than thirty (30) days prior the Annual Meeting.

Section 3. Special meetings of the Congregation may be called by the President, the Executive Committee, the Board or upon written petition of twenty-five (25) members in good standing, submitted to the office of the Congregation. A special meeting, requested by petition, shall be convened by the President within sixty (60) days of receipt of such notice.

Section 4. Notice of each meeting of the Congregation, stating the purpose of the meeting, shall be sent to all members no less than fifteen (15) days prior to the date set for such meeting. Notice is effective if mailed to the address submitted by the member in the membership application or such other address as member may thereafter designate in writing. Notice may be given to members in an electronic transmission provided such members have expressly consented in writing (including via electronic transmission) to the Temple, to receive electronically transmitted notices. Such member shall designate in the consent the address, location, or system to which these notices may be electronically transmitted. A member who has consented to receipt of electronically transmitted notices may revoke this consent by delivering a revocation to the Temple in the form of a record. The consent of any member is revoked if (I) the Temple is unable to electronically transmit two consecutive notices given by the Temple in accordance with the consent and (II) this inability becomes known to the Secretary, the transfer agent, or any other person responsible to giving the notice. The inadvertent failure by the Temple to treat this inability as a revocation does not invalidate any meeting or other action.

Section 5. One hundred (100) voting members in good standing shall constitute a quorum. Members may vote at any meeting either in person or by proxy, however, no single member is authorized to hold more than two (2) proxies. A member may appoint a proxy to vote for the member by submission of (a) an appointment form signed by the member or the member’s attorney-in-fact, or (b) an electronic transmission sent in accordance with the provisions for the electronic notice under Article IV, Section 4. An appointment of proxy is effective when an appointment form or an electronic transmission (or documentary evidence thereof, including verification information) is received by the person authorized to tabulate votes for Temple. The proxy has the same power to vote as that possessed by the member, unless the appointment form or electronic transmission contains an express limitation on the power to vote or direction as to how to vote on a particular matter, in which event Temple must tabulate the votes in a manner consistent with that limitation or direction. The appointment of proxy is valid for eleven (11) months unless a longer period is expressly provided in the appointment form or electronic transmission. Notwithstanding the foregoing, a proxy appointment is only valid if the proxy is also a member in good standing at the time of the meeting or vote. A valid proxy shall constitute presence at the meeting for the purpose of determining a quorum. Members may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at meeting.

ARTICLE V
OFFICERS AND THEIR DUTIES

Section 1. The elected officers shall be President, President Elect, up to five (5) Vice Presidents as determined by the Board, Secretary and Treasurer.

Section 2. To qualify for election to an office, the individual must be a current elected member of the Board who will have served at least one (1) full year as Trustee at the time of assuming said office. A candidate for President Elect shall have served no less than one (1) year on the current Executive Committee at the time of assuming office.

Section 3. The officers shall be elected by a majority vote of the members of the Congregation in good standing, present at the Annual Meeting, and shall hold office for a term of one (1) year or until they are succeeded. Officers shall assume their duties on the first day of the fiscal year. No person shall serve in the same office for more than two (2) consecutive terms, with the exception of the office of Treasurer.

Section 4. A vacancy occurring in any office shall be filled for the unexpired term by the Board, upon recommendation of the Nominating Committee.  A meeting of the Nominating Committee shall be called for this purpose by its Chair within thirty days of said vacancy or as soon thereafter as reasonably possible.

Section 5. The President shall:
a. Preside at all meetings of the Congregation, Board and Executive Committee.
b. Be ex-officio member of all committees except the Nominating Committee.
c. Sign official documents as required, except that with the approval of the Board, this authority may be delegated to one or more members of the staff, Executive Committee or Board.
d. Establish special committees with the approval of the Executive Committee.
e. Appoint chairpersons of all committees except as otherwise provided for in the Bylaws.
f. Appoint a Parliamentarian.
g. Perform such other duties as usually pertain to the office of the President.

Section 6. The President Elect shall succeed to the position of President when that office is vacated, and shall serve as an aide to the President and carry out such duties as assigned by the President, the Executive Committee or the Board.

Section 7. The Vice Presidents shall serve as aides to the President and carry out such duties as assigned by the President, the Executive Committee or the Board.

Section 8. In the absence or inability of the President to serve, the President Elect shall temporarily assume the duties of the President. In the absence or inability of the President and President Elect to serve, one of the Vice Presidents, selected by lot, shall temporarily assume the duties of the President.

Section 9. The Secretary shall arrange for the recording of the minutes of all meetings of the Congregation, Board and Executive Committee, shall sign, with the President, official documents as required by third parties or the Board, and shall perform such duties as pertain to the office or as assigned by the President, the Executive Committee or the Board.

Section 10. The Treasurer shall serve as Chairperson of the Finance Committee and shall perform such other duties as pertain to the office or as assigned by the President, the Executive Committee or the Board.

ARTICLE VI
BOARD

Section 1. There shall be a Board consisting of the following voting members: The elected officers of the Congregation, not less than sixteen (16) or more than twenty-two (22) other members as determined by the Board half of whom shall be elected each year by the congregation, the Immediate Past President, the President of Men of Reform Judaism, and the President of Women of Reform Judaism. Representatives of the Past Presidents Committee, Senior Youth Group and other auxiliary groups, any non-Board committee chairpersons appointed by the President and any members elected to the Regional or National Board of the Union for Reform Judaism or Hebrew Union College-Jewish Institute of Religion, shall be non-voting members.   Trustees shall have all of the rights and obligations of directors under the Washington Nonprofit Corporation Act. Only voting members shall have the right to attend Executive Sessions of the Board.

Section 2. The Immediate Past President shall be the then living person who most recently served as President.

Section 3. Unless filling an unexpired term, trustees shall assume their duties on the first day of the fiscal year. Trustees shall hold office for two (2) years or until they are succeeded. No Trustee shall serve more than three (3) full consecutive terms without serving as an officer of the congregation. Twelve (12) months or more shall be considered a full term for this purpose.

Section 4. The Board shall:
a. Establish the policies, direct and control the affairs, funds and properties of the Congregation, authorize and control all expenditures, adopt an annual budget, approve programs and projects and take such other action as shall in its judgment best promote the welfare of the Congregation.
b. Recommend to the Congregation, for action at a Congregational meeting, employment or termination of the Senior Rabbi.
c. Employ or terminate employment of the Executive Director.
d. Conduct an annual performance evaluation of the Senior Rabbi and Executive Director.
e. Develop and maintain a statement of responsibility for its own conduct and annually evaluate its performance.
f. Approve establishment of special committees.

Section 5. The Board shall meet monthly unless it determines otherwise. Special meetings of the Board may be called at any time by the President, Executive Committee, or upon written request to the Secretary by not less than ten (10) members of the Board. Unless waived in writing all voting members of the Board shall be given no less than (5) five days notice of all regular meetings, including an agenda which shall state all actions to be considered and 24 hours notice of special meetings stating the purpose thereof. Notice is effective if mailed to the address originally submitted by the Trustee in the Temple membership application or such other address as Trustee may thereafter designate in writing.  Notice may be given to Trustees in an electronic transmission provided such Trustee has expressly consented in writing (including via electronic transmission) to the Temple, to receive electronically transmitted notices.  Such Trustee shall designate in the consent the address, location, or system to which these notices may be electronically transmitted.  A Trustee who has consented to receipt of electronically transmitted notices may revoke this consent by delivering a revocation to the Temple in the form of a record.  The consent of any Trustee is revoked if (I) the Temple is unable to electronically transmit two consecutive notices given by the Temple in accordance with the consent, and (II) this inability becomes known to the Secretary, the transfer agent, or any other person responsible for giving the notice. The inadvertent failure by the Temple to treat this inability as a revocation does not invalidate any meeting or other action. Members of the Board may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

Section 6. Any elected officer or trustee absent from three (3) consecutive meetings of the Board without approval of the President, may be removed by a two-thirds (2/3) vote of the Board present and voting.

Section 7. A vacancy occurring in the position of elected Trustee shall be filled by the Board for the unexpired term upon recommendation of the Nominating Committee.

Section 8. Thirteen (13) voting members of the Board, including three (3) elected officers, shall constitute a quorum.

ARTICLE VII
EXECUTIVE COMMITTEE

Section 1. Members of the Executive Committee shall be the officers and Immediate Past President.

Section 2. The Executive Committee shall:

a. Transact all necessary business between meetings of the Board and such other business as may be referred to it and shall make a complete report at each regular meeting of the Board.
b. Have the authority to sign checks as established by the Board.
c. Approve establishment of special committees.

Section 3. The Executive Committee shall hold no less than nine (9) meetings annually. Meetings may be called by the President or by four (4) of its members upon written or oral notice. Members of the Executive Committee may participate in a meeting of such Committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

Section 4. Any Executive Committee member who is absent for three (3) consecutive meetings of the Executive Committee without approval of the President, may be removed from office by a two-thirds (2/3) vote of the Board present and voting.

Section 5. Four (4) members of the Executive Committee shall constitute a quorum for the transaction of business.

ARTICLE VIII
NOMINATIONS AND ELECTIONS

Section 1. There shall be a Nominating Committee of nine (9) members.

Section 2. It shall consist of:

a. The Immediate Past President as of the new fiscal year, who shall act as Temporary Chairperson. If for any reason the immediate Past President is unable or unwilling to act, then the Board shall fill the position of temporary chairperson.

b. The Presidents of the Men of Reform Judaism and Women of Reform Judaism who assume office at the commencement of the new fiscal year or their appointee.

c. The four (4) members elected at Annual Meetings of the Congregation, two (2) of whom shall be elected each year, each for a two (2) year term.  Unsuccessful candidates for elected positions on the Nominating Committee shall be considered alternates, and shall assume such positions for the balance of the term following their unsuccessful election as provided in Section 2.f. below.
d. Two (2) members of the Board appointed by the President with the approval of the Board at its first meeting in the new fiscal year.
e. A member shall not serve more than two (2) consecutive terms on the Nominating Committee.
f. A Nominating Committee vacancy occurring in an elected position shall be filled from the alternates in order of the number of votes each received. Any further vacancies shall be filled by action of the Board.
g. The Nominating Committee shall serve for the full fiscal year following its election.

Section 3. Duties of the Nominating Committee shall be to:
a. Hold its initial meeting no later than November 15 of each year.
b. Solicit the Congregation for names of prospective candidates no later than December 31 of each year.
c. Select candidates with qualifications based upon written criteria established by the Board.
d. Nominate one person for each office.
e. Nominate one person to each position open on the Board.
f. Obtain prior consent of each person nominated.

Section 4. The Nominating Committee shall send a written and signed report of those nominated to the Secretary of the Congregation no later than the last day of February of each year and shall send a copy of the report to each member of the Congregation no later than March 10th of each year.

Section 5. Twenty-five (25) members of the Congregation in good standing, by petition submitted to the Secretary of the Congregation prior to April 10, may nominate for election any member of the Congregation in good standing to a position on the Board.

Section 6. Twenty-five (25) members of the Congregation in good standing, by petition submitted to the Secretary of the Congregation prior to April 10, may nominate for election a candidate to any office consistent with Article V, Section 2, of these Bylaws.

Section 7. Not more than thirty (30) nor less than ten (10) days prior to the date of the Annual Meeting, any member in good standing who wishes to run for the Nominating Committee may nominate himself/herself by informing the Secretary of the Congregation in writing. Candidates may also be nominated from the floor at time of the Annual Meeting.

Section 8. No person shall be a candidate for more than one position on the Board.

Section 9. No member of the Nominating Committee shall be nominated by that Committee for an elected office or position on the Board.

Section 10. Election shall be by ballot at the Annual Meeting of the Congregation by those present and eligible to vote. If there is only one (1) nominee for any vacant office or any vacant position on the Board, election may be by voice vote. A majority of all votes cast shall elect the officers.  In the event that there are more candidates than vacant positions on the Board, the candidates with the highest number of votes shall be elected. Election of the Nominating Committee shall be by ballot. Two (2) members elected annually to said Committee from a list of all nominees shall each serve a two (2) year term, the next one (1) shall be the alternate, provided however, if necessary additional alternates shall be selected as provided in Article VIII section 2.c.

ARTICLE IX
BUDGET AND FINANCE

Section 1. The fiscal year shall be July 1 through June 30.
Section 2. The Board shall determine the fiscal policies of the Congregation with authority to direct and control use of funds and properties of the Congregation.
Section 3. Members shall pay an annual contribution, assessments and other fees in accordance with the policy determined by the Board.
Section 5. The Executive Director, in consultation with the President, or other authorized officers, shall be empowered to expend no more than an amount fixed by the Board for unanticipated expenses.
Section 6. There shall be an annual audit of the financial records of the Congregation by a CPA or CPA firm recommended by the Finance Committee.
The selection of CPA or CPA firm and the audit report shall not be considered final until approved by the BoardSection 7. The Board shall have the power to establish and designate fund categories and shall adopt rules governing their receipt and use.ion 8. Unrestricted Funds: The General Fund shall be the depository for all membership contributions and such other unrestricted funds as may be established by the Board.
Section 9. Temple maintains a Capital Fund and a Cemetery Fund, both of which have dedicated purposes stipulated by the congregation. In addition, the board may accept and designate certain funds as restricted. These may include endowment funds or other funds where the principle is restricted by the donor including but not limited to memorial funds designated for various Temple purposes. In general, endowment funds will be restricted to distribution and spending of earnings only, leaving principal intact. Other donor restricted funds must be managed, invested and distributions made in accordance with the direction of the donor(s). By accepting the monies to establish such donor-restricted funds, Temple agrees to comply with the restrictions and conditions specified by the donor.
Section 10. Limitation on Expenditures: Subject to Article IX, Section 4 above, which governs in case of an emergency as determined by the Executive Committee in good faith, expenditures of $500,000 or more shall be referred to the Congregation for approval upon recommendation of a two-thirds (2/3) vote of the members of the Board present and voting.

ARTICLE X 
CEMETERY AND MAUSOLEUM 

Section 1. There shall be Cemetery and Mausoleum facilities owned and maintained by the Congregation.
Section 2. These facilities shall be governed by rules and regulations established by the Board.
Section 3. There shall be independent records of the Cemetery and Mausoleum operations.
Section 4. Endowment care shall be provided.

ARTICLE XI
RELIGION SCHOOL  

There shall be a Religion School for religious education, which shall be governed by approved policies and regulations as established by the Board.

ARTICLE XII
JENNIFER ROSEN MEADE PRESCHOOL 

There shall be a school for early childhood education supported by the Jennifer Rosen Meade Preschool Fund, in facilities operated by the congregation.

ARTICLE XIII
STANDING COMMITTEES AND THEIR DUTIES

Section 1. Standing Committees shall have a Chairperson and if practical a Vice-Chairperson or co-chairperson.
Section 2. Standing Committees shall meet no less than once each quarter of the fiscal year unless otherwise provided in these Bylaws. Minutes of all meetings shall be promptly distributed to the Board.
Section 3. When requested by the President all Standing Committees shall prepare and submit annually a program work plan & budget request.  Policies, regulations and plans for additional programs and projects, and funding thereof, shall be approved by the Board prior to implementation.Section 4. There shall be at least the following Standing Committees and such others as the Board shall from time to time deem appropriate, each of which shall operate in accordance with such written policies, rules and procedures as shall from time to time be specified by the Board:
a. An Education Committee which in consultation with the Professional Staff, shall develop and promote educational activities and programs to meet the needs and interests of the members of the Congregation and their children, and those who may or may not be members of the Congregation who chose to send their children to the Temple's school for early childhood education.  With the approval of the Board this committee may have subcommittees, such as by way of example and not of limitation, an adult education subcommittee, a religion school committee, and an early childhood education subcommittee.
b. A Finance Committee chaired by the Treasurer which shall prepare and present to the Board for its approval, no later than during the month the end of which ends the Temple's fiscal year, an annual budget for the ensuingl year. It shall regularly review the finances of the Congregation and advise the Board on their status quarterly or as otherwise requested by the Board.
c. An Investment Committee, the chairperson of which shall be a current or past member of the Board and no fewer than two (2) other members shall be current members of the Board. The Investment Committee shall have the authority to direct investments of all Temple Funds subject to policy established by the Board and to retain and consult with investment counselors. It shall maintain a written current status portfolio of the Temple's investments and advise the Board on them at least quarterly. At least five (5) affirmative votes of those committee members present and voting shall be necessary for decision on investments. No member of the Committee shall become liable or accountable for losses incurred unless caused by bad faith or gross negligence.
d. A Personnel Committee which shall be chaired by the President-Elect or a Vice President and consist of no less than five (5) members of the Board. It shall be responsible for the establishment and review of a the employee handbook covering Temple’s employment policies, subject to approval by the Board, and develop proposed contracts for the Senior Rabbi and Executive Director and other staff as appropriate, which shall be subject to the approval of the Executive Committee. It shall also assist the Board with performance evaluations of the Senior Rabbi and Executive Director.
e. A Worship Committee which in consultation with the Senior Rabbi, shall establish standards for the conduct of services, rituals and observances of the Temple.
f. An Executive Committee as provided for in ARTICLE VII of these Bylaws.g. A Nominating Committee as provided for in ARTICLE VIII of these Bylaws.

ARTICLE XIV
AUXILIARIES 

Section 1. Auxiliaries of the Temple are the Men of Reform Judaism , Women of Reform Judaism, Senior Youth Group, and others hereinafter approved by the Board.
Section 2. Organization of additional auxiliaries to engage in Congregational activities shall be permitted if approved by the Board.
Section 3. Bylaws of auxiliaries shall be consistent with these Bylaws and a current copy shall be on file in the Temple office.
Section 4. Each auxiliary’s fiscal year and assumption of office shall be the same as that of the Congregation.
Section 5. Each auxiliary’s fund raising other than membership dues shall be as approved by the Board.
Section 6. Each auxiliary’s annual financial statement shall be filed with the Treasurer of the Congregation.

ARTICLE XV
SENIOR RABBI

Section 1. The employment of the Senior Rabbi shall be by a majority vote of the members in good standing present and voting at a meeting of the Congregation upon recommendation of the Board.
Section 2. The termination of employment of the Senior Rabbi shall be by not less than two thirds (2/3) affirmative vote of the members in good standing present and voting at a meeting of the Congregation upon recommendation of the Board which shall be by a two thirds (2/3) vote of those present and voting.
Section 3. The Senior Rabbi shall be responsible for maintaining records of Births, Bar Mitzvahs, Bat Mitzvahs, Confirmations, Marriages, Deaths and Conversions, which shall be the property of the Congregation.
Section 4. The responsibilities of the Senior Rabbi shall be defined by the Board.
Section 5. The Senior Rabbi shall be notified of and have the right to attend all meetings of the Board, Executive Committee, Standing Committees and the Congregation, except when requested by the body for some special reason to absent himself. The Senior Rabbi shall be an ex-officio member of all
Standing Committees without vote.

ARTICLE XVI
EXECUTIVE DIRECTOR

Section 1. The Executive Director shall be employed by the Board and responsible to it.
Section 2. The responsibilities of the Executive Director shall be defined by the Board.
Section 3. The Executive Director shall be notified of and have the right to attend all meetings of the Board, Executive Committee, Standing Committees and the Congregation, except when requested by the body for some special reason to absent him/herself. He/she shall be an ex-officio of all Standing Committees without vote.

ARTICLE XVII
INDEMNIFICATION

Section 1. Right to Indemnification: Temple shall indemnify and hold each of its officers and Trustees harmless against any and all loss except for losses arising out of, (a) the officer’s or Trustee’s acts or omissions finally adjudged to be intentional misconduct or a knowing violation of law, or (b) any transaction in which it is finally adjudged that the officer or Trustee personally received a benefit in money, property or services to which the officer or Trustee was not legally entitled. In addition the Temple may indemnify an individual if:

(a) The individual acted in good faith; and
(b) The individual reasonably believed:
(i) In the case of conduct in the individual's official capacity with the Temple, that the individual's conduct was in its best interests; and
(ii) In all other cases, that the individual's conduct was at least not opposed to its best interests; and
(c) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.

If, after the effective date of this Article, the Washington Nonprofit Corporation Act is amended to authorize further indemnification of Trustees or officers, then Trustees and officers of the Temple shall be indemnified to the fullest extent permitted by the Washington Nonprofit Corporation Act, as so amended. The Temple may similarly indemnify an employee or Temple member if first approved by a two-thirds (2/3) vote of the Board present and voting.

Section 2. Expenses incurred in defense of such claim may be paid by the Temple in advance of the final disposition of such claim by a two-thirds (2/3) vote of the Board present and voting.

ARTICLE XVIII
DISSOLUTION

In the event of dissolution of the Congregation, the Board, after making provisions for the payment of all obligations and liabilities, shall dispose of the remaining assets of the Congregation to such Jewish charitable, educational, religious or scientific organizations as the Board may select that qualify as tax exempt organizations.

ARTICLE XIX
PARLIAMENTARY AUTHORITY

The rules contained in Robert’s Rules of Order, Newly Revised, Current Edition, shall govern this Congregation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.

ARTICLE XX
AMENDMENTS

These Bylaws may be amended at any meeting of the Congregation by a two-thirds (2/3) vote of the members in good standing present and voting, provided that the amendment has been approved by the Board and provided the membership has received fifteen (15) days prior written notice of each proposed amendment.