COMPARISON OF OLD AND PROPOSED CONSTITUTIONS (Current versus April 25, 2007 Draft)

Transcription

1 COMPARISON OF OLD AND PROPOSED CONSTITUTIONS (Current versus April 25, 2007 Draft) ARTICLE I NAME no changes ARTICLE II MISSION ( was OBJECTIVES) Completely rewritten to fill out the former bare-bones statement attempting to capture the spirit of the Beth El community ARTICLE III AFFILIATION United Synagogue of America updated to United Synagogue of Conservative Judaism. Provision for changing or dropping affiliation was deleted. Any change in affiliation is a significant decision and can be done via amendment to the new constitution. ARTICLE IV MEMBERSHIP Section 1 Age and moral-character qualifications deleted. They were out of step with the times. Section 2 (types of memberships) o Original constitution asserts four types of membership (family, individual, non-resident and mixed-marriage). o Simplified this section such that categories can be defined to address the nature of the membership demographics without requiring amendment to the constitution. o The Board is given the authority to define membership categories. o Asserts that privileges of membership are granted to members in good standing which is defined in the new section 6 of Article IV Section 3 Spells out family configurations and privileges of non-jewish family members. o Added a provision that allows non-jewish participants to chair committees if approved by board. Previously, non-jewish participants were unable to chair committees. Section 4 (was Sections 3 and 4)) o Expanded to assert that there is a financial commitment associated with membership o Membership applications no longer need be individually acted upon by the Board. Section 5 (no prior equivalent) Member-in-good-standing is defined. Section 6 (was Section 5) Updated rules for expulsion/suspension/revocation of status as member-in-good-standing. Section 7 (no prior equivalent) Provisions for reinstatement of membership-in-good-standing. ARTICLE V DUES Changes to dues will require approval by the congregation s membership, in addition to previous requirement for board approval. ARTICLE VI PRIVILEGES OF MEMBERSHIP Essentially just a rearrangement of the old list, except: o Bar/bat mitzvah training now explicitly mentioned. o Item 9: added the word single so that it is explicit and not implicit that each member unit has one single vote. o Serving as a committee members is no longer a privilege exclusively held by members (may be a non-jewish member of a member household) 1

2 ARTICLE VII MEETINGS Section 1 Annual meeting o Day of annual meeting was changed from the first Thursday of May to any Sunday in May, enabling much needed flexibility to the meeting date. o will now be an acceptable form of notice for meetings.. Section 2 Special meetings o Now special meetings are required to be called if 25 members instead of previous 15 call for one, in addition to calls coming from the President Section 3 Quorum o Defined in terms of households, not members. [Implies one vote per household, which is then explicitly stated in Section 4.], and remains at 25% of membership household units. o Adjournment provision unchanged. Allows interim adoption of a slate of officers and a budget, even in the absence of a quorum. This can be overturned by a future meeting. Special meetings section #2 above applies. o Added a requirement to notify congregation within one week of decisions made regarding slate and budget at meetings where a quorum was not present. Section 4 o Proxy voting unchanged still not allowed o One vote per family is now one vote per household. o Provision for split voting was dropped as it makes vote counting too complex. Section 5 o Removed. Our elections have evolved as a single proposed slate of officers and board members with voting by show of hands rather than by completed ballots as suggested by the current constitution. ARTICLE VIII BOARD OF TRUSTEES Section 1 no longer specifies number of Trustees or length of terms. [those are now in Section 2.] Section 2 members and terms [Had been in old Sections 1 and 2.] o Adds requirement that Board members be members-in-good-standing of the congregation. o Adds immediate Past President to Board. o Changed number of elected board members from 12 to 11 (Va ad hachinuch s formation took away requirements for separate school chair and youth activities chair positions, as well as the Midrasha position, all of which are now part of the Va ad). Added back a spot for the Corresponding Secretary which previously had been counted among the officers. o Modified to five or six, the number of board members leaving each year to account for the 11 members of the board. o Deletes specially designated organizational representatives This section referred to representatives from Sisterhood, Men s Club, the Orthodox Kehilla, and the Chevra Kadisha. Now representatives from the Orthodox Kehilla, and the Chevra are elected among the 11 Board members. Section 3 removes honorary officers. 2

3 Section 4 o Replaces bank or banks with bank or other financial institutions. o Adds and disposal of congregational funds and properties. o Deletes shall invest the funds of the Congregation in a reasonable and prudent manner. [This is now delegated to the Treasurer, Financial Secretary, and Finance Committee in Articles IX.6 and XII.3.a.] Section 5 deleted as it deems advisable as an extraneous comment. Section 6 meetings o Moved from the last to the second Wednesday of the month. o Formerly skipped July, now Board has the discretion to skip up to four meetings per year using one per quarter as the driving logic. o Changed quorum from 10 to 9 members o Formerly required majority vote, now decisions can be by consensus or majority vote, as determined by President. Section 7 special meetings o Added provision restricting business at a special meeting to items directly related to the stated reason and purpose for calling the meeting o Added that special meetings may also be called by board members Section 8 replacement after death or resignation of a Board member: unchanged Section 9 vote by proxy at board meetings now allowed at discretion of the President Section 10 congregational review of Board actions: deleted, as it would be lsubsumed by section 7. ARTICLE IX OFFICERS Section 1 o Current version now explicitly lists 1 st and 2 nd Vice-Presidents instead of Two Vice Presidents. o Deletes Corresponding Secretary, which is now counted among the non-officers of the board. Section 2 rights and duties of President o Language made gender neutral. o President may appoint someone else to run the board meetings o Committees subdivided into standing and ad hoc. [See Article XII.] o Previously, president appointed all committees whereas the proposed version indicates that the president appoints chairs of standing committees and all members of ad hoc committees. Section 3 in case President cannot continue for whatever reason, s/he is succeeded by the 1 st VP, and in turn by the 2 nd VP if necessary. Section 4 Recording Secretary: unchanged Old Section 5 Corresponding Secretary: deleted Section 5 (was Section 6) Financial Secretary: duties specified independent of Treasurer Section 6 (was Section 7) Treasurer o Some former duties (related to members accounts) moved to Financial Secretary o No longer need present all expenditures to the Board for approval o Changed audit requirements from annual to periodically Section 7 (was Section 8) o Executive Director and any designee of President added to authorized signers of checks Section 8 (was Section 9) terms of officers o Changed from 1 to 2 years o Added expectation that 1 st VP would succeed President and 2 nd VP would succeed 1 st VP. 3

4 o Limited president and vice presidents lconsecutive tenure in office to at most 2 terms. (Only previous restriction was a 3-consecutive-term limit for the President.), with an exception if Board approves it. Section 9 (was section 10) replacement of non-presidential incapacitated officer: unchanged. Section 10 added: Indemnification of Directors and Officers: o Most non-profit boards address the issue of liability insurance for Officers and Trustees. The Board has approved the purchase of D&O insurance, and thus requires an indemnification clause in the constitution. The language proposed is boilerplate language which will meet the indemnification requirement. ARTICLE X THE RABBI (was PULPIT) Section 1 appointment: deleted reference to Cantor or any other religious functionary, serving for more than 6 months. Section 2 (updating/expanding old Section 3) responsibilities/duties/privileges o Specifically identified as spiritual leader and halakhic authority of the Congregation o Charged to seek advice and guidance of the Board. o Made ex officio member of all committees. Section 3 (updating/expanding old Section 2) contract decisions: now starts process in the Executive Committee rather than starting at the board level (refer to Article X11, new section J for description of the Executive Committee) ARTICLE XI AUXILIARY ORGANIZATIONS Sections 1-3 unchanged Section 4 deleted because auxiliary organizations no longer have power to appoint Board members. They may nominate board members for election by the congregation (Article VII section 2) New: section 5: so that auxiliary representatives may serve on the board as ex officio at discretion of president, in addition to the elected representatives. ARTICLE XII COMMITTEES Section 1 Chairpersons o President shall appoint chairs of standing committees for two year terms, whereas terms for chairs was unclear in original constitution o President has complete authority to remove chairs at any time. o Added a term limit of three consecutive two-year terms, with exceptions approved by the board. Section 2 Members o Chairs (not President) appoint members of standing committees for 1-year terms. o The president may remove members of committees. o Members can be reappointed, with a term limit, of seven consecutive years, with exceptions approved by the board. Refer to Section 3 Standing Committees, below. o Must submit budget, report monthly to Board, report annually to Congregation. Section 3 - Committees a) Finance (was Finance and Budget) New duties include: - periodic proposal of long-term financial plan - overseeing Treasurer and Financial Secretary - making individual dues exceptions without Board action Treasurer and Membership chair dropped as ex officio members Treasurer and Financial Secretary added as voting members 4

5 Insurance recommendations including indemnification of officers and board members b) Va ad hachinuch (formerly School committee) Modified to comply with the Va ad hachinuch: This section was modified to comply with newly chartered Board of Educatoin Adds the Education and Youth Director as a member. Adds responsibility for oversight of Midrasha and other external educational opportunities., and added activities in addition to educational programming c) Ritual (was Ritual and Kashruth) all life cycle events replaces weddings and Bar and Bat Mitsvahs Shelichei Tzibbur replaces special visiting Cantors Kashrut as determined by the Rabbi replaces Kashruth as passed by the Board of Trustees or the Congregation appointing and overseeing gabbaim, service leaders, torah readers, and ushers replaces appointing gabbaim and ushers d) Membership present the names to the Board replaces investigate such applications and present them for appropriate action to the Board of Trustees Adds responsibility to develop new programs to integrate new members into the Congregation. e) Adult Education Changed to Lifelong Learning This committee in consultation with the Rabbi shall be charged with the responsibility of developing a program of adult education in religious and cultural subjects... f)youth Activities this function has been absorbed into the Va ad hachinuch committee charter and thus is removed as a separate committee from the constitution g) Buildings and Grounds [was House ] : Several duties have been removed as they are now among the duties of the Executive Director (eg., assigning rooms/space for meetings and functions, supervising custodial services). Added long and short term facilities planning in addition to the day to day operations of the physical plant. The Cemetery oversight is now also part of the B&G committee s duties. h) Social Actions and Community Relations: new This has become an important component of Beth El, suggesting a constitutional statement about it i) Development Committee: new As our fundraising becomes a key element of our financial viability, this committee is now a standing committee of the congregation j) Executive Committee: new This formalizes the existence of an advisory group which meets monthly to support the president and provides for succession planning k) Personnel committee: new Again, formalizes the existence of a committee which provides personnel support, including contract development, for personnel of the congregation, at the service of the president and the executive committee l) Nominations committee: new Formalizes the existence of a committee that supports the board in recommending the new slate of board members. 5

6 Section 4 Ad hoc committees: President was able to appoint Ad Hoc committees and now now appoints all members of such committees. ARTICLE XIII PARLIAMENTARY PRACTICE Two sentences added at beginning to: o allow President to determine rules for conducting meetings o allow decisions by consensus or majority vote, as determined by President Roberts Rules remain standard for procedure. ARTICLE XIV AMENDMENTS Section 1 Procedures a. Now requires submission in writing by 10% of member units, rather than 5 members. b. Resubmission after rejection by Board now requires 20% of member units rather than 15 members. c. Unchanged. d. Adds quorum requirement to necessary 2/3 vote for approval. Section 2 Reconsideration after rejection by Congregation: unchanged. ARTICLE XV NOTICE PROVISIONS Section 1 Form of notice: mail replaced by mail, postal and/or electronic. Section 2 Timing of notice: unchanged. 6