Bylaws Old|Proposed New

The following is a summary, and full text of the proposed changes to the bylaws of NCS. It has been a decade since our first minyan (prayer service). The time has come to revisit our mission and our governing document to ensure that we can continue to grow and function well into the future. Please excuse any inaccurate or inconsistent numbering in the copies below as formatting from the original to the website presentation might have created some issues.

Summary Bullet Points of Proposed Changes to Bylaws for Northbrook Community Synagogue

* Incorporation of our Hebrew Name (Am Echad)
Stronger statement in support of Israel in our purpose statement
Reorganization and reduction in officer positions on the Board of Directors

Existing Bylaws

Proposed Changes

Northbrook Community Synagogue

Bylaws

Article One – Name; Office

Section 1.1 Name. The name of this Synagogue, which is duly organized under the Illinois General Not-For-Profit Corporation Act, is "NORTHBROOK COMMUNITY SYNAGOGUE" (the “Synagogue,” “NCS,” or “Congregation”). If desired, the Hebrew name of the congregation shall be designated by the Board of Directors by a two-thirds (2/3) vote.

Section 1.2 Office. NCS shall maintain an office in Northbrook, Illinois, or at such other location as shall be determined by its Board of Directors (“Board”).

Article Two – Purpose

NCS is organized for the purposes of religious worship and study within the Jewish faith, by:

1) The worship of G-d.

2) The interpretation and advancement of Torah.

3) The establishment of universal freedom, justice and peace.

4) The translation of Jewish spiritual values into terms of present-day thought and action.

5) The revitalization of Jewish practices, both in the synagogue and the home.

6) The encouragement of the cultivation of the Hebrew language and literature, and spiritual and cultural affinity with Israel.

7) The understanding that children are the future of Judaism, therefore providing schools, services, and youth organizations to create an educational, social and welcoming environment for our youth.

8) The perpetuation of the Jewish Heritage.

The Synagogue, to achieve these aims and purposes, intends to provide for religious services, religious schools, and any other means necessary.

Article Three – Affiliation

NCS is a Traditional synagogue welcoming to all Jewish people regardless of their level of observance.

Article Four – Spiritual Leadership

Section 4.1. The Rabbi shall be the recognized authority on Jewish law and practice, and shall decide all matters of Jewish law and religious practices. The Rabbi’s interpretations and decisions as to such matters shall be controlling. He shall also provide guidance, advice and direction to the Ritual and Education Committees, the principal of the religious schools and other educational endeavors of the Synagogue, to the Officers, Board of Directors and the membership in general on appropriate matters. The relationship between the Synagogue and the Rabbi is that of a religious community and its chosen Spiritual Leader.

Section 4.2. Reasonable opportunity, as determined by the Board, shall be afforded by the Congregation to the Rabbi to serve the interests of the larger community, both Jewish and civic, whenever and wherever such service shall not interfere with the performance of his congregational duties.

Article Five – Membership

Section 5.1. Any person who professes the Jewish faith is eligible, encouraged and welcome to become a member of NCS. Applications shall be made in writing, in the manner and form promulgated by the Membership Committee. The Board of Directors is vested with the power to accept or deny membership.

Section 5.2. No person shall be refused membership solely on the basis of such person’s inability to meet the financial obligations of membership as set by the Board. The Finance Committee shall determine matters of financial ability of members in need, and towards that end, is expected to exercise strict confidentiality and sound discretion, taking into account the responsibility of a synagogue to serve all members of the community.

Section 5.3. The Board may from time to time classify members for the purpose of assessing dues and other obligations to the Synagogue on any reasonable basis, such as age, marital status, number of children attending Schools of the Synagogue, and determine the amount and manner of payment of dues or other obligations to the congregation. The initial classes of membership in NCS shall be: Family, Young Family, Senior Couple, Senior Single and Single (each, a “Member Family”). Additionally, Associate memberships may be offered to individuals and/or families who are members of other synagogues, but wish to maintain a close relationship with NCS and its members, and Honorary memberships may be offered to the professional staff and their spouses, and/or other deserving persons of the community of the Jewish faith as may be determined by the Board of Directors.

1) All members shall pay such dues and other fees as shall be determined by the Board of Directors.

2) Families or individuals who were members of Maine Township Jewish Congregation Shaare Emet (MTJC), Des Plaines, IL on June 30, 2010 shall form a separate Class of Membership (the MTJC Class) at NCS, with full rights and responsibilities of any other member. The foregoing notwithstanding, members of the MTJC Class are exempt from all current and future Membership dues, fees or special assessments in perpetuity. All members of the MTJC Class are strongly encouraged to make regular contributions to NCS.

Section 5.4. All members in good standing shall enjoy the following privileges of membership:

1) To attend all meetings of the Synagogue.

2) To participate in worship at all religious services in the Synagogue, subject to rules and regulations which may be established by the Board of Directors.

3) To enroll their children in the Religious Schools of the Synagogue, subject to the rules and regulations which may be established by the Board of Directors.

4) To be admitted to High Holiday Services, without additional charge.

Members in good standing other than Associate and Honorary members are also entitled to the following privileges of membership:

1) To have a voice and vote at all general meetings.

2) To hold office and serve on committees in the Synagogue.

3) To have their Jewish sons and daughters celebrate Bar and Bat Mitzvah in the Synagogue subject to the rules and regulations as may be established by the Board of Directors.

4) To have the Rabbi of the Congregation officiate, without a fee, at all Jewish Life Cycle Events of the Member or Family Members. Life Cycle Events shall mean, Bris (but not as Mohel), Baby Naming of a daughter, Bar or Bat Mitzvah, Weddings and Funerals.

Section 5.5. A member in good standing is one whose dues and/or other obligations to the Congregation are current as determined by the Financial Committee, except as prescribed in Section 2 of this Article. Members who are not in good standing shall be notified by the Financial Vice President in a confidential notice setting forth the matters to be corrected.

Section 5.6. Members may be suspended or terminated for cause, by action of the Board of Directors, subject to a two-thirds (2/3) vote at any regular or special meeting of the Board at which a quorum is present for any of the following reasons:

1) Failure to pay dues and/or other financial obligations.

2) Conduct which brings discredit upon the Jewish faith

Provided however, that before such vote, the member in question shall be afforded notice of the issue, an opportunity to correct the same, and a fair hearing before the Board in which the member in question may present his case.

Section 5.7. A member who is terminated or suspended, or who voluntarily terminates his/her membership, and who is a Director or Officer, shall be deemed to have resigned his or her position effective at the time of such termination or suspension. Such vacancy shall be filled as otherwise set forth herein.

Section 5.8. Membership in NCS is not transferable or assignable.

Article Six – Meetings

Section 6.1. The Fiscal Year of the Synagogue shall run from July 1st to June 30th of the following year.

Section 6.2. The annual general membership meeting shall be held on the first Tuesday of June in each year or such other date as determined by the Board, but in no case later than the second Tuesday of September. The purposes of the annual general membership meeting shall include elections for vacancies in Board of Director and Officer positions, the consideration of any proposed additions, amendments or alterations to these bylaws, the report of the President as to the state of the Synagogue, and such other matters as may be reported, suggested or raised by the Rabbi, Officers, Directors, or membership. Notice of the annual meeting (which may be included in NCS’s Bulletin) shall be provided to all members of the congregation not less than fourteen (14) days prior to the date of such meeting.

Section 6.3. Special meetings may be called by the President whenever, in his/her discretion, (s)he deems it necessary.

1) Special meetings must be called by the President at the written request of thirty five (35) Member Families of the Synagogue or seven (7) members of the Board of Directors within seven (7) days of the receipt of the request. In the event the President fails to take action, the Executive Vice President shall call the meeting. In the event the Executive Vice President fails to take action, the Financial Vice President shall call the meeting.

2) Notice of special meetings shall be delivered to the members not less than fourteen (14) days prior to the date of such meeting. Purpose of such meeting shall be stated in the notice and no other business shall be considered. The President or the next ranking officer, as appropriate, shall preside at such meeting.

Section 6.4. A quorum for action to be taken at any general or special membership meeting shall be at least 40 Member Families in good standing. Except as otherwise provided by these Bylaws, the act of a majority of the Member Families present in person or represented by proxy at any meeting at which a quorum is present shall be the act of the members of the Synagogue.

Section 6.5. For purposes of determining a quorum and voting under Section 6.4 of these Bylaws, each Member Family shall have one vote; provided, however, that two adults over the age of 18 within a Member Family may, at their discretion, each cast half a vote on any matter coming before the membership.

Article Seven – Board of Directors

Section 7.1. The general management of the affairs, assets, business, policies and operations of the Synagogue shall be vested in the Board of Directors. In addition to the powers and authorities expressly conferred upon it by these Bylaws, the Board of Directors shall have and may exercise all such powers and do all such lawful acts and things which are not by statute or by these Bylaws prohibited or which are directed or required to be exercised or done by the members of the Synagogue. The Board of Directors shall make such rules and regulations consistent with these Bylaws as they may deem advisable for the proper conduct of their meetings and for the furtherance of the Synagogue. The Board of Directors shall:

1) Have the authority to acquire, lease and dispose of all property, both real and personal. Title to all property shall vest in NCS, or in the name of a bank or trust company as trustee for the benefit of the Congregation.

2) Designate the bank or banks wherein the funds of the Congregation shall be deposited and shall be responsible for all expenditures and deposits of Congregational funds and property;

3) Have the authority to establish special bank accounts for special functions, with the required signatures different than those required in other parts of these Bylaws.

4) Make such rules and regulations consistent with the Bylaws as they may deem advisable for the proper conduct of their meetings and for the furtherance of this Congregation.

5) Employ, appoint, remove or retire a Rabbi, upon approval of two thirds (2/3) of the Board of Directors present at a meeting specifically called for said purpose. Any other employees will be retained or hired by the Board of Directors or their appointed representatives by majority vote of the Board of Directors at a regular meeting. Further the Board shall have the authority to enter into employment contracts and designate the duties of any such employee whether under contract or not.

6) Publish or authorize the publication of bulletins, newspapers, books, periodicals and other writings relating to the activities of the Congregation.

7) Fill any vacancy among the Officers of the Congregation, or Board of Directors for the balance of the unexpired term. The Board of Directors shall have the power to fill said vacancy, until his successor shall have been duly elected and qualified.

Section 7.2. The membership of the Board of Directors shall consist of:

1) All elected officers

2) The elected Directors-at Large

3) The Honorary President (immediate Past President)

In addition, other past Presidents who have maintained continuous membership in NCS, the Presidents of each auxiliary organization, and the Chairs of each standing committee, if any, are invited to attend meetings of the Board when not held in executive session but shall not have the right to vote on matters coming before the Board.

Section 7.3. Each member of the Board of Directors shall serve for a term of two (2) years, or until such time as their successors have been installed.

Section 7.4. The President of the congregation is the presiding officer at all meetings of the Board of Directors.

Section 7.5. A quorum shall consist of fifty percent (50%) of the full total of the Board of Directors serving at the time of the meeting. Except as may be otherwise provided by these Bylaws, the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

Section 7.6. The Board of Directors shall designate by resolution and without other notice than such resolution a time and date for regular meetings which shall occur a minimum of 9 times per year.

Section 7.7. In the event of death, resignation or removal of an elected Officer or Director-at-Large, a successor shall be elected by the Board of Directors for the unexpired portion of the term, except where otherwise stated in the Bylaws.

Section 7.8. The Board of Directors shall have the authority to merge, combine, or affiliate with another synagogue, subject to the approval of the membership. Such merger shall be addressed at any regular or special board meeting scheduled for this purpose. The Board of Directors shall approve the appointment of the President, or such other Board members as it might select, to pursue discussions with the other religious institution. After drafting a tentative agreement with the other institution, the President, or other Board members who have been appointed with the responsibility, shall present such proposal to the Board of Directors. The Board shall approve and agree to the proposal by a two thirds (2/3) majority vote of the Board attending a meeting called for the specific purpose. A quorum shall consist of a majority of the Board members entitled to vote.

Section 7.9. Informal Action. Any action which is required by law, the Articles of Incorporation or these Bylaws to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Any such consent signed by all of the Directors shall have the same force and effect as a unanimous vote at a duly called and constituted meeting of the Board of Directors.

Section 7.10. Compensation. Directors shall not receive any compensation for their services as directors; however, the Board of Directors may authorize reimbursement of reasonable expenses incurred in the performance of their duties.

Section 7.11. Meeting by Communication Equipment. Members of the Board, or of any committee designated by the Board, may take any action permitted or authorized by law, the articles of incorporation or these Bylaws pursuant to meeting through the use of a conference telephone or other communication equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Article Eight – Officers and Directors

Section 8.1. The following officers shall be elected:

1) President

2) Executive Vice President

3) Financial Vice President

4) Education Vice President

5) Ritual Vice President

6) Ways and Means Vice President

7) House and Facilities Vice President

8) Membership Vice President

9) Secretary

10) Social Action Vice President

11) Treasurer

12) There shall be not less than two (2) and not more than seven (7) Directors-at-Large seated or elected as representatives of the general membership to serve on the Board of Directors.

Section 8.2. Election and Term. Each director shall be elected for a term of two (2) years and shall continue in office until his or her successor is duly elected or appointed, and qualified, unless they resign, are removed, or are otherwise unable to fulfill their term.

Section 8.3. Following are the duties of the Officers of the Congregation:

1) President

a) Shall preside at all meetings of the Congregation, Board of Directors and Executive Board.

b) Shall call all meetings of the Congregation, Board of Directors and Executive Board.

c) Shall sign all agreements, contracts, deeds and other documents of the Congregation, pursuant to appropriate resolution by the Board of Directors.

d) Shall countersign all checks and notes together with the Treasurer or Financial Vice President.

e) Shall appoint all standing committee chairmen and other chairmen as deemed necessary.

f) Shall be an ex-officio member of all committees, except the Nominating Committee.

g) Shall be responsible for the formation and functioning of all committees necessary to carry out the duties of the office.

h) Shall carry out all policies set by the Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect.

i) Shall have the authority to sign or designate a nominee to sign all agreements for the use of Congregational facilities.

2) Executive Vice President

a) Shall assume the office and duties of the President should the President be temporarily unavailable or the office be vacated temporarily or permanently.

b) Shall coordinate the work of all Vice Presidents and Committees.

c) Shall be an ex-officio member of all committees with the exception of the Nominating Committee.

d) Shall be authorized to countersign Congregation bank checks together with the Treasurer or Financial Vice President upon the unavailability of the President.

e) Shall perform any other duties specifically delegated to him by the President or Board.

f) Shall, together with the President, be in charge of the administration of the congregation’s administrative offices, personnel and office staff.

3) Financial Vice President

a) Shall be responsible for the collection of dues and other obligations of the membership and other monies that may be due the Congregation.

b) Shall supervise the creation of the budget, and maintain a record of the financial performance of the congregation compared to the budget.

c) Shall keep an accurate record of the payment of dues and other obligations of members and of all other income and expenses of the financial affairs of the Congregation.

d) Shall be the responsible officer in the determination of members-in-good-standing.

e) Shall have authority to countersign checks with the President or Executive Vice President.

f) Shall have custody of all monies belonging to the Congregation and shall deposit same only in such depositories as approved by the Board of Directors.

g) In the absences of the President and Executive Vice President, shall assume the chair and conduct the Board of Directors meetings, Executive Board meetings and/or Congregation open meetings.

h) Shall, together with the President and Executive Vice President, be responsible for long term financial planning.

i) Shall be responsible for determining if a member or applicant for membership or Hebrew or Sunday School, is eligible to receive a scholarship credit toward membership and/or Sunday/Hebrew School tuition and if so, the amount of the credit.

4) Education Vice President

a) Shall be responsible for the establishment and direction of a Religious School for the Jewish education of children, to meet on Sundays and after secular school as established.

b) Shall be responsible for the establishment of programs for adult Jewish education.

c) With the assistance of the Rabbi, subject to the advice and consent of the Board of Directors, shall be responsible for the selection of a Principal and oversight of curriculum and selection of educational materials, and for the selection of teacher personnel.

d) Together with the Rabbi and Ritual committee, establish a program of education and preparation for the Bar and Bat Mitzvot of children of the membership.

e) Shall be the Congregational representative to the Jewish community educational agencies.

f) Shall chair the Education committee and Youth Services committee, which shall serve as a Board of Education.

5) Ritual Vice President

a) Shall, with the guidance and leadership of the Rabbi, be responsible for the planning and scheduling of regular worship services, for Shabbat and Festival services and programs, for High Holy days and for special services.

b) Shall coordinate with the Rabbi and Membership Committee to provide shiva minyan services to bereaved members.

c) Shall be responsible for the proper celebration of all religious holidays.

d) Shall chair the Ritual Committee, and such subcommittees as may be necessary for matters of ritual observance, liturgy, the acquisition and maintenance of prayer books, Sifrei Torah, and other religious artifacts, ushering services, High Holy Day ticketing, and other matters within its purview.

6) Ways and Means Vice President

a) Shall be responsible for fund raising, promoting major gifts, and special Ways and Means Projects to meet the current and future needs of the Congregation.

b) Shall direct that all activities shall be in accordance with proper decorum of the Congregation, as determined by the Board of Directors.

c) Shall be responsible for the formation and functioning of all committees necessary to carry out the duties of the office.

d) The Finance Vice President shall sit on the Ways and Means committee.

7) House and Facilities Vice President

a) Shall be responsible for the maintenance and repair of the physical facilities of the Congregation, including the real and personal property of the congregation.

b) Shall communicate with the Ritual Committee as to the maintenance of religious artifacts and properties.

c) Shall regularly report to the Board of Directors and the membership, and make recommendations as to the acquisition of personal property and equipment and as to the maintenance, expansion or repair of the physical plant.

d) Shall be responsible for the formation and functioning of any committees necessary to carry out the duties of the office.

8) Membership Vice President

a) Shall be responsible for finding new members and creating programs to invite membership and promote the Synagogue to the community at large.

b) Shall be responsible for promoting and encouraging the affiliation of new members to the congregation, providing an atmosphere of welcome and comfort to new members and their families, as well as providing for methods and means of maintaining the interest and active participation of current members.

c) Shall be responsible for processing of new members, the conservation of existing memberships, and the integrating of all members into the activities of the Synagogue.

d) Shall chair the Membership Committee

9) Social Action Vice President

a) Shall be responsible for identifying programs developed by the Jewish Federation or other Jewish community organizations, and recommending that the congregation takes its place in participating in these programs with the community at large.

b) Shall be responsible for creating and recommending programs that involve the membership of all ages in bettering the lives of those in the community that are not as fortunate.

c) Shall work with the Education Vice President to develop programs for the school and youth in the Congregation so that they learn that charity and assistance to those less fortunate is a cornerstone of Judaism.

10) Secretary

a) Shall record the minutes of all Congregation, Board of Directors, and Executive Board meetings, and maintain a permanent record of all such meetings.

b) Shall maintain current, accurate and complete records of all officers, directors, and members of the Congregation including family members, personal, family, and professional information.

c) Shall maintain all Personnel records of employees of the Congregation.

d) Shall issue notice of all meetings of the congregation and Board of Directors in accordance with the provisions of these Bylaws.

e) Shall keep separate records of all major actions that have a continuous effect on the operations of the Congregation.

11) Treasurer

a) Shall keep accounts of all monies, credits, properties and other assets of Synagogue, and render accounts, statements and inventories of monies received and disbursed, of monies and assets on-hand, and of accounts receivable and payable.

b) Shall authorize all payments of expenditures on behalf of the Congregation.

c) Shall have custody of all contracts, agreements, deeds and securities of the congregation and provide for their safekeeping subject to the approval of the Board of Directors.

d) Shall have the authority to countersign checks with the President or Executive Vice President.

12) Honorary President

a) Shall be the Chair of the Nominating Committee.

b) Shall assist the Officers, Board and Committees as designated by the President.

Article Nine – Executive Board

Section 9.1. The membership of the Executive Board shall consist of the

1) President

2) Executive Vice President

3) Financial Vice President

4) Secretary

5) Treasurer

6) Honorary President

At the discretion of the President, a maximum of two (2) additional Board members may be appointed to the Executive Board by the President.

Section 9.2. The Executive Board shall meet at the call of the President or any other two members of the Executive Board. The Executive Board shall formulate policies and shall report its recommendations at the following meeting of the Board of Directors. When a matter arises on which action must be taken before the full Board of Directors can meet, the Executive Board will have the full power to act and shall report their actions at the next Board of Directors meeting. Any expenditure that may be required for the non-budgeted items cannot exceed $5,000.00. A majority of the members of the Executive Board shall constitute a quorum for the transaction of business.

Article Ten – Nominating Committee

Section 10.1

1. The committee shall consist of seven (7) members, including the Honorary President who will act as Chair of the Committee.

2. Thirty (30) days prior to the April Board meeting, the President shall ask for nominations from the congregation for qualified candidates interested in serving on the nominating committee

3. The List of candidates for the nominating committee shall be emailed or mailed, as appropriate to the Board of Directors at least 5 days prior to the April Board meeting.

4. The nominating committee shall be elected by the Board of Directors at the April meeting.

5. A quorum of the nominating committee shall be five (5) members.

Section10. 2

1. The nominating committee shall nominate a slate of officers and Directors-at-Large.

2. Only members in good standing other than Associate or Honorary members are eligible to hold office.

3 After the nominating committee nominates the President, (s)he shall be invited to sit and consult with the nominating committee on the rest of the slate of candidates.

4 The nominating committee shall submit this slate to the Congregation, in writing or by email, not less than 30 days prior to the annual meeting of the Congregation.

5 Candidates shall be nominated not later than the June Board meeting.

Section 10.3

1. Additional nominations for officers and directors must be made by filing a petition with the chairman of the Nominating Committee at least fifteen (15) days prior to the elections.

2. Nominating petitions shall be signed by the nominee and by not less than 20 members of the congregation.

3. The Chairman of the Nominating Committee shall, no later than 10 days prior to the election, email or mail, as appropriate, to the members of the Congregation all additional nominations filed with him/her, along with the slate provided by the Nominating Committee.

Section 10.4

The foregoing notwithstanding, the Initial Board of Directors of Northbrook Community Synagogue shall consist of an equal number of former members of Adas Yehuda v’ Shoshana, Maine Township Jewish Congregation Shaare Emet and Northbrook Congregation Ezra Habonim and be named in the Merger Documents whereby Adas Yehuda v’ Shoshana, Maine Township Jewish Congregation Shaare Emet and Northbrook Congregation Ezra Habonim have merged into Northbrook Community Synagogue. Such Initial Board of Directors shall serve until the end of the first full Fiscal Year and thereafter until replaced in accordance with these Bylaws.

Article Eleven – Impeachment and Removal

Section 11.1. Impeachment proceedings against any elected member of the Board of Directors or any Officer or Director-at-Large must originate within the Board of Directors and shall be passed to the congregation by a vote of two-thirds (2/3) of the total Board serving at the time of the vote in favor of impeachment.

Section 11.2. A special meeting of the Congregation shall be called within thirty (30) days of the action of the Board and shall concern itself with the impeachment proceedings. Any elected member of the Board of Directors may be removed from office by a majority vote of the members of the Synagogue entitled to vote at any general or special meeting of the congregation, at a membership meeting called in the manner and form set forth in these bylaws.

Section 11.3. The notice of said meeting shall state that the purpose of the meeting is for the removal of one or more officers and/or board directors, and shall identify the Officers and/or board directors in question.

Section 11.4. Provided that a quorum of voting members is present, members may exercise their vote by written revocable proxy tendered by the individual designated in the proxy. Proxy voting shall not be allowed in the event that no quorum of the meeting exists.

Article Twelve – Finances

Section 12.1. The Fiscal Year of the Synagogue shall begin on the first day of July of each year.

Section 12.2. The Treasurer shall present financial statements and cash flow reports to the Board of Directors at each regular monthly meeting. In the event of shortfalls of income against expenditures, budget items shall be proportionately reduced except where reduction would place the Synagogue in breach of contract or where prohibited by law.

Section 12.3. No expenditure shall be incurred by the Synagogue except those duly authorized by the Board of Directors at any general, regular, or special meeting, or pursuant to the annual or any special budget approved by the Board of Directors. Funds in excess of $1,000 paid out of or withdrawn from depositories of the Synagogue shall be paid or drawn only upon signature of two Officers of the Synagogue.

Section 12.4. No contract may be executed on behalf of the Synagogue unless pursuant to the prior authorization of the Board of Directors.

Article Thirteen – Amendments

Section 13.1. These Bylaws may be amended, altered, or repealed, and new or additional Bylaws added or adopted, at any general or special meeting of the congregation called for such purpose, by a two-thirds majority vote of the members of the Synagogue then present and entitled to vote, provided that a quorum of voting members, as defined in Article 6, is present at such meeting. Members may exercise their vote by written revocable proxy tendered by the individual designated in the proxy. Proxy voting shall not be allowed in the event that no quorum of the meeting exists.

Section 13.2. Should the Board of Directors not recommend an amendment, said proposal shall be presented to the Board of Directors in the form of a petition signed by fifty (50) or more members of the Congregation, requesting that said proposal be submitted to the Congregation.

Article Fourteen – Committees

Section 14.1. Other than the Nominating Committee, the designated Officers shall form Committees as necessary and appoint its members from among the NCS membership.

Section 14.2. Meetings of any committee may be called by the President or by the chairperson of such committee, or by any two members thereof, upon not less than two (2) days notice to the members of such committee. Each committee shall keep a written record of its actions and decisions and shall provide a copy of such record to the Secretary of the Board. No committee shall engage in fundraising or make any public statement on behalf of the Synagogue or commit the credit of the Synagogue to any organization, project or cause without the prior approval of the Executive Committee.

Article Fifteen – Rules and Dissolution

The following rules shall conclusively bind the Synagogue and all persons acting for or on behalf of it:

Section 15.1. No part of the net earnings of the Synagogue shall inure to the benefit of, or be distributed to, its directors, officers, members or other private persons, except that the Synagogue shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. No substantial part of the activities of the Synagogue shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Synagogue shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf or in opposition to any candidate for public office. Notwithstanding any provision of these Bylaws, the Synagogue shall not carry on any activity not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law); or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

Section 15.2. In the event of dissolution of the Synagogue, the Board of Directors, after paying or making provision for the payment of all the liabilities of the Synagogue, shall distribute the remaining assets of the Synagogue exclusively for the purposes of the Synagogue in such manner, or to such organization(s) organized and operated exclusively for religious, educational or charitable purposes as shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Synagogue is then located, exclusively for such purposes in such manner, or to such organization or organizations, which are organized and operated exclusively for such purposes, as said Court shall determine.

Article Sixteen - Indemnification

Section 16.1. To the full extent permitted by law, the Synagogue shall indemnify, defend and hold harmless any and all of its officers, directors, committee members, auxiliary members, and other members providing services to or for the Synagogue without compensation (other than reimbursement for actual expenses) from and against claims, demands, suits or legal proceedings and any resulting expenses and other amounts paid in connection with such legal proceedings (whether threatened, pending or completed) in which any such persons become involved by reason of their acts or omissions serving in any such capacity for the Synagogue, unless the acts or omissions involved willful or wanton misconduct or intentional misconduct. This indemnity and obligation to defend shall apply from the time any such claim, demand, legal proceeding, suit or legal proceeding is asserted.

Section 16.2. The foregoing right of indemnification is adopted for the purpose of inducing competent persons to serve the interests of the Synagogue in good faith and therefore shall not be exclusive of any and all other rights and defenses to which any such person may be entitled as a matter of law. In its sole discretion, the Synagogue may, but shall not be required, to purchase and maintain insurance on behalf of its officers, directors, committee members, auxiliary members, and other members providing services to or for the Synagogue without compensation to the extent of such person’s right to indemnity under this Article.

Article Seventeen – Electronic Communication

Section 17.1. Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under these Bylaws may be taken or transmitted by electronic mail or other electronic means; and (ii) any other action or approval required to be written or in writing may be transmitted or received by electronic mail or other electronic means.

Adopted February 2012

Northbrook Community Synagogue עם אחד

Bylaws

Article One – Name; Office

Section 1.1 Name. The name of this Synagogue, which is duly organized under the Illinois General Not-For-Profit Corporation Act, is "NORTHBROOK COMMUNITY SYNAGOGUE" (the “Synagogue,” “NCS,” or “Congregation”). The Hebrew name of the congregation shall be עם אחד, “Am Echad”. The Hebrew name shall be used in Hebrew font and included in publications when and where possible. If a name change is desired, it shall be designated by the Board of Directors by a two-thirds (2/3) vote.

Section 1.2 Office. NCS shall maintain an office in Northbrook, Illinois, or at such other location as shall be determined by its Board of Directors (“Board”).

Article Two – Purpose

NCS is organized for the purposes of religious worship and study within the Jewish faith, by:

1) The worship of G-d.

2) The interpretation and advancement of Torah.

3) The establishment of universal freedom, justice and peace.

4) The translation of Jewish spiritual values into terms of present-day thought and action.

5) The revitalization of Jewish practices, both in the synagogue and the home.

6) The encouragement of the cultivation of the Hebrew language and literature.

7) The understanding that children are the future of Judaism, therefore providing schools, services, and youth organizations to create an educational, social and welcoming environment for our youth.

8) The perpetuation of the Jewish Heritage.

9) Standing with Israel. Promoting the right to the land, culture, heritage, and our undeniable connection to the State of Israel, the Land of Israel, and the People of Israel.

The Synagogue, to achieve these aims and purposes, intends to provide for religious services, religious schools, and any other means necessary.

Article Three – Affiliation

NCS is a Traditional synagogue welcoming to all Jewish people regardless of their level of observance.

Article Four – Spiritual Leadership

Article Five – Membership

Section 5.1. Any person of the Jewish faith is eligible, encouraged and welcome to become a member of NCS. Applications shall be made in writing, in the manner and form promulgated by the Membership Committee. The Board of Directors is vested with the power to accept or deny membership.

1) All members shall pay such dues and other fees as shall be determined by the Board of Directors.

Section 5.4. All members in good standing shall enjoy the following privileges of membership:

1) To attend all meetings of the Synagogue.

2) To participate in worship at all religious services in the Synagogue, subject to rules and regulations which may be established by the Board of Directors.

3) To enroll their children in the Religious Schools of the Synagogue, subject to the rules and regulations which may be established by the Board of Directors.

4) To be admitted to High Holiday Services, without additional charge.

Members in good standing other than Associate and Honorary members are also entitled to the following privileges of membership:

1) To have a voice and vote at all general meetings.

2) To hold office and serve on committees in the Synagogue.

3) To have their Jewish sons and daughters celebrate Bar and Bat Mitzvah in the Synagogue subject to the rules and regulations as may be established by the Board of Directors.

Section 5.5. A member in good standing is one whose dues and/or other obligations to the Congregation are current as determined by the Financial Committee, except as prescribed in Section 2 of this Article. Members who are not in good standing shall be notified by the Financial Vice President & Treasurer in a confidential notice setting forth the matters to be corrected.

1) Failure to pay agreed-upon dues and other financial obligations.

2) Conduct which brings discredit upon the Jewish faith or the NCS community.

Section 5.8. Membership in NCS is not transferable or assignable.

Article Six – Meetings

Section 6.1. The Fiscal Year of the Synagogue shall run from July 1st to June 30th of the following year.

Section 6.3. Special meetings may be called by the President whenever, in his/her discretion, (s)he deems it necessary.

1) Special meetings must be called by the President at the written request of thirty five (35) Member Families of the Synagogue or four (4) members of the Board of Directors within seven (7) days of the receipt of the request. In the event the President fails to take action, the Executive Vice President shall call the meeting. In the event the Executive Vice President fails to take action, the Financial Vice President & Treasurer shall call the meeting.

Article Seven – Board of Directors

2) Designate the bank or banks wherein the funds of the Congregation shall be deposited and shall be responsible for all expenditures and deposits of Congregational funds and property;

3) Have the authority to establish special bank accounts for special functions, with the required signatures different than those required in other parts of these Bylaws.

4) Make such rules and regulations consistent with the Bylaws as they may deem advisable for the proper conduct of their meetings and for the furtherance of this Congregation.

6) Publish or authorize the publication of bulletins, newspapers, books, periodicals and other writings relating to the activities of the Congregation.

7) Fill any vacancy among the Officers of the Congregation, or Board of Directors for the balance of the unexpired term. The Board of Directors shall have the power to fill said vacancy, until his/her successor shall have been duly elected and qualified.

Section 7.2. The membership of the Board of Directors shall consist of:

1) All elected officers

2) The elected Directors-at Large

3) Honorary President (Immediate Past President)

Section 7.3. Each member of the Board of Directors shall serve for a term of two (2) years, or until such time as their successors have been installed.

Section 7.4. The President of the congregation is the presiding officer at all meetings of the Board of Directors.

Section 7.6. The Board of Directors shall designate by resolution and without other notice than such resolution a time and date for regular meetings which shall occur a minimum of 8 times per year.

Article Eight – Officers and Directors

Section 8.1. The following officers shall be elected:

1) President

2) Executive Vice President

3) Financial Vice President & Treasurer

4) Education & Social Action Vice President

5) Ritual Vice President

6) Membership and Ways & Means Vice President

7) House and Facilities Vice President

8) Secretary

9) There may be, at the discretion of the officers of the Board, as few as zero (0) and not more than five (5) Directors-at-Large seated or elected as representatives of the general membership to serve on the Board of Directors.

Section 8.3. Following are the duties of the Officers of the Congregation:

1) President

a) Shall preside at all meetings of the Congregation, Board of Directors and Executive Board.

b) Shall call all meetings of the Congregation, Board of Directors and Executive Board.

c) Shall sign all agreements, contracts, deeds and other documents of the Congregation, pursuant to appropriate resolution by the Board of Directors.

d) Shall countersign all checks and notes together with the Financial Vice President & Treasurer.

e) Shall appoint all standing committee chairmen and other chairmen as deemed necessary.

f) Shall be an ex-officio member of all committees, except the Nominating Committee.

g) Shall be responsible for the formation and functioning of all committees necessary to carry out the duties of the office.

h) Shall carry out all policies set by the Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect.

i) Shall have the authority to sign or designate a nominee to sign all agreements for the use of Congregational facilities.

2) Executive Vice President

a) Shall assume the office and duties of the President should the President be temporarily unavailable or the office be vacated temporarily or permanently.

b) Shall coordinate the work of all Vice Presidents and Committees.

c) Shall be an ex-officio member of all committees with the exception of the Nominating Committee.

d) Shall be authorized to countersign Congregation bank checks together with the Financial Vice President & Treasurer upon the unavailability of the President.