OU Model Synagogue Constitution

OU Model Synagogue Constitution This document is not a legal document and does not constitute to be Synagogue policy from the Union of Orthodox Jewish Congregations in America (the Orthodox Union). The language can be used for drafting or enhancing synagogues by-laws. CONSTITUTION PREAMBLE We people of the Jewish Faith residing in ------------, in order to establish and maintain a synagogue for divine worship and religious observance according to the tenets and precepts of Orthodox Judaism, to encourage American ideals, to promote social service and to cultivate social and cultural associations do hereby establish (Name of Institution). ARTICLE I - Name SECTION 1 - This organization shall he Known as ------------, a non-profit religious corporation under the laws of the State of County of ------------, with principal office located at ------------, in the City of ------------, State of ------------, SECTION 2 - This Congregation shall not he dissolved as long as ten members in good standing, who are regular worshippers, resident in the community in which the synagogue is located, are willing to continue it. SECTION 3 - This congregation shall own a corporate seal that shall be affixed to such documents as requiring same. This seal shall be in custody of the Recording Secretary of the Congregation. SECTION 4 - This Congregation shall be affiliated with the Union of Orthodox Jewish Congregations of America. SECTION 5 - In the event (forfend) of dissolution of the Congregation the disposition of its properties shall be under the trusteeship of the Union of Orthodox Jewish Congregations of America, which shall be empowered to dispose of the properties or the proceeds thereof for the benefit of new established Orthodox Jewish congregations in the United States, Canada, Israel or elsewhere, or for the benefit of other meritorious Torah institutions. ARTICLE II - Membership

SECTION 1 Persons of the Jewish faith who believe in the purposes and principles of this organization are eligible for membership in this organization. Membership eligibility requirements shall be in accordance with Halacha (Jewish Law), and shall be subject, in this respect, to the approval of the Rabbi of the Congregation, or if no incumbent Rabbi, to the ruling of the Rabbinical Council of America or such Orthodox Rabbinic source as is generally recognized as authoritative among Orthodox Jewry, as initially chosen by the Congregation. SECTION 2 - All applications for membership shall be in writing on a form provided by the Congregation. The petition shall be signed by the applicant. SECTION 3 - All applications for membership shall be referred to a Membership Committee whose duty it shall be to greet the applicant and give requisite consideration to the application. Any committee shall report only its approvals at a regular meeting of the Board. Where any question exists as to the religious qualifications of the applicant for membership, such questions shall be referred to the Rabbi for decision or if no Rabbi, then to the Orthodox rabbinical authority determined by the general membership. SECTION 4 - Every applicant shall read a copy of this Constitution and- shall, by his own signature acknowledge his acceptance of the principles in this Constitution with a copy to be made available. SECTION 5 - An application for membership must receive a favorable vote of members of the Membership Committee present in order to be elected to membership in this Congregation. Should said application not have the required number of votes of committee, it shall be deemed declined. No applicant for membership who has been declined by the Membership Committee may be proposed again until after the expiration of six months. SECTION 6 - No person shall be eligible for membership who is married not in accordance with Orthodox Jewish Law (Halacha). Any member who so marries forfeits all rights and benefits of the Synagogue. SECTION 7 - Voting shall be limited to members. Each member family shall have one vote only, to be cast by an adult member of the family. No individual shall be entitled to vote in any election or at any meeting unless said person has been a member for three months prior to the date of such meeting or election. The term member and member in good standing as used in this Constitution shall mean a member of this organization who is not in arrears in the payment of dues. SECTION 8 - At such time as the Congregation shall have its own cemetery grounds, membership rights subject to good standing shall include provision of burial plot in the Congregations cemetery grounds, upon decease of member. The location of each grave shall be as determined and assigned by the Congregations Cemetery Committee,

SECTION 9 - It shall be the duty of all members to assist, respect, and obey the officers in the discharge of their duties, to respect and sustain each other and at all times to endeavor that the peace and harmony of this Congregation shall not be disturbed. ARTICLE III - Declaration of Jewish Orthodoxy SECTION 1 - Congregation ------------ has been established for the purpose of maintaining and conducting a Synagogue in Keeping with the dictates of the written and oral laws of Orthodox Judaism as codified in the Shulchan Aruch and other traditionally authoritative codifications of Jewish Law. SECTION 2 - Religious Authority - It is expressly affirmed by the founders and members of this Congregation that: (a) The tenets of Orthodox Judaism are divinely ordained (b) The prescriptions of Jewish law are morally binding on all Jews. (c) The authoritative definition and interpretation of Jewish law and Torah teaching lies within the competence only of the Orthodox Jewish Rabbinate. SECTION 3 - Religious Authority within this Congregation and its Synagogue shall be vested in the duly elected Rabbi of the Congregation (Rav Moreh D' Asra). The Congregation shall look to the Rabbi for moral guidance and halachic direction in all aspects of the Congregation's concerns. If the office of Rabbi is vacant, questions requiring Rabbinic determination shall be referred to the Rabbinical Council of America or such other authoritative Orthodox rabbinic body as may be initially determined by the Congregation. SECTION 4 - The office of Rabbi of the Congregation may be held or administered only by a duly ordained Orthodox Rabbi who has received Semichath Harabbanuth (ordination) from a recognized Yeshiva Gedolah (Higher Yeshiva) or other Orthodox Rabbinic authority recognized as such among Orthodox Jewry, and eligible for membership in the Rabbinical Council of America. [Membership in the RCA is recommended.] SECTION 5 - A Rabbi shall be elected as Rav Moreh D'Asra (Rabbi) of the Congregation at the discretion of the Congregation by the majority of the votes cast at a meeting of the Congregation. Written notices of the proposed election shall be sent to all members at least two weeks prior to the date set for the election. SECTION 6 - Negative Declamations - At no time shall statutory religious worship services take place in any premises of this Congregation or otherwise under its auspices, without men and women being separated. Separation shall be effectuated by the provision and use of separate sections for men and women. The women's section shall either be in a balcony reserved for the sole

and exclusive use of the female worshippers or be demarked from the men's section by a tangible, physical separation known as the mechitzah, which must meet the requirements of Halacha (Jewish law). SECTION 7 - Express Trust - Every contribution or donation whether of real, personal or mixed property, may generally or for any specific use to the Synagogue be deemed as made in trust under the express condition and for the unchangeable purpose of conducting an Orthodox Synagogue. As above defined, and for the furtherance of the religious observance as above set forth, and every such contribution when received by the Synagogue shall be deemed received and accepted according to this condition and in furtherance of such trust SECTION 8 - Referral of Disputes - Any dispute concerning matters of Jewish law, ritual worship or structure of the place or place of worship services of a Synagogue including disputes between the majority of the members and a minority consisting of even one single member, if not finally adjudicated and resolved by the Rabbi of the Congregation, or in the absence of an incumbent Rabbi, shall be submitted for final, binding and conclusive determination to the Beth Din of the Rabbinical Council of America or, alternatively, to such other Orthodox Jewish law tribunal in accordance with halacha recognized among observant Orthodox Jewry as authoritative. No tribunal or source outside the accordance of halacha can be called upon to decide disputes in the abovementioned areas. ARTICLE IV - Dues SECTION 1 - Dues and assessments shall be set by the Board and approved by a majority of the membership at a membership meeting. Membership dues shall be payable annually in advance. All other dues and assessments shall be paid at such other times as the Congregation may determine. SECTION 2 - Any member failing to pay dues and/or other financial obligations within a reasonable grace period, (e.g. pledges) may be suspended or expelled by two-thirds vote of the Board members in attendance. SECTION 3 - No suspension or expulsion shall be effective unless the member has been notified by registered or certified mail thirty (30) days in advance that the proposed suspension or expulsion shall be on the agenda of a meeting of the Board of given date. SECTION 4 - A member suspended for non-payment of dues who makes application for reinstatement may be reinstated by two-thirds vote of the Board members in attendance. The application for reinstatement must be accompanied by payment of the amount of arrears for which he was suspended. However, the Board may by two-thirds majority waive any arrears.

ARTICLE V - Meetings of Membership SECTION 1 - This Congregation shall convene in General Membership meeting at least twice each year at dates, of which one shall not be later than (SPECIFY DATE HERE), specified by the President or a majority of the Executive Board. Written notice of the meeting shall be given to the members by the Corresponding Secretary at least ten days prior to the date of said meeting. SECTION 2 - The President, or in his absence, the highest-ranking officer, may call a special meeting at his own discretion. It shall also be the Presidents duty to call a special meeting of the Congregation whenever requested to do so in writing by 5% (five percent), but not less than ten (10) members of the Congregation in good standing. -Reasonable notice in writing shall be given to the members by the Corresponding Secretary. The purpose of this special meeting must be specified in the notice and no other business may be transacted at this session other than that specified at the meeting. SECTION 3 A quorum for a general or special membership meeting shall consist of 36 members all of whom must be in good standing. ARTICLE VI- Administration SECTION 1 The general affairs of this organization shall be conducted by the Board of Directors (hereinafter referred to as Board ). The Board shall have custody and control of all property belonging to the organization. The Board shall have sole authority to create committees to implement the purposes of this organization and to approve the appointments of the president to such committees. It shall be the duty of the Board to discuss and report to the membership on matters and policies affecting the organization and to co-ordinate and supervise the activities of the various committees. SECTION 2 There shall be the following eight officers: President, First Vice President, Second Vice President, Third Vice President, Treasurer, Financial Secretary, Recording Secretary, and Correspondence Secretary. All officers shall be directors. In addition thereto, there shall be four directors-at-large, so that the Board shall consist of twelve directors, in addition to the immediate preceding President, as described below. SECTION 2 - No member shall hold more than one elected office at one time, except that one (1) officer may also serve as Gabbai. SECTION 3 The duties of the Board are as follows: The president shall preside at all membership and Board meetings and shall appoint committee-men subject to the approval of the board. The First Vice President shall be a voting member of all committees and shall assume the duties of the President in his absence. The Second Vice President shall be responsible for the planning and the

implementation of all youth programs. The Third Vice President shall be responsible for the conduct of all synagogue services and shall serve as "head gabbai.the treasurer shall collect, disburse and be the custodian of all funds of the organization. The financial Secretary shall record all financial transactions of the organization and shall render periodic reports as requested by the Board. The corresponding Secretary shall send meeting notices of all membership and Board meetings and shall be responsible for the organization's general correspondence. The recording Secretary shall take minutes of all membership and Board meetings and shall be the custodian of all records of the organization. The immediately preceding past president shall be a voting member of the Board but in no case shall be entitled to more than one vote. The directors at large shall have the following duties : a. There shall be one director at-large designated as the "house director" who shall be responsible for the maintenance, repair, operation and improvement of the real property and improvements owned by the organization; b. There shall be one director at-large designated as the "fundraising director" who shall be responsible for all fund-raising activities; c. There shall be one director at-large designated as the "public affairs director" who shall be responsible for all communication and interaction with public figures, government and public authorities and media; d. There shall be one director atlarge designated as the "operations director" who shall be responsible for all computer and communication equipment. SECTION 4 Any expenditure authorized by the Board, in excess of $500, shall be subject to authorization by the membership. SECTION 5 - All officers and members of the Board must be members in good standing in the Congregation and dedicated to the religious principles for which the Congregation stands, as stated in this Constitution. The President must be known to be conscientious in observance of the Sabbath and the Mitzvoth (Torah tenets). ARTICLE VII - Nomination of Officers and Trustees SECTION 1 Not later than (SPECIFY DATE HERE) of every other year, the President shall appoint a Nominating Committee consisting of (SPECIFY NUMBER HERE) members of the Board and (SPECIFY NUMBER HERE) members of the Congregation. Said (SPECIFY NUMBER HERE) individuals shall elect their Chairman. Such Committee must be approved by a majority vote of the Board attending the next Board meeting. Such Committee shall prepare a slate of officers and trustees for recommendation to the membership for election. The Nominations Committee shall submit its proposed slate to the Board and mail the proposed slate to the membership at least fifteen (15) days before the election. Members in good standing other than those recommended by the Nominations Committee may be nominated for office provided that the nomination is submitted

in writing, subscribed by not less than five percent of the members in good standing and filed with the Recording Secretary of the Congregation at the office of the Synagogue not later than ten (10) days prior to the date of the election. ARTICLE VIII - Elections SECTION 1 - All candidates for the position of officer or director must be members of the organization for one year at the time of the election. Election of officers and trustees shall be held bi-annually at regular meetings of the Congregation not later than (SPECIFY DATE HERE), of each year. SECTION 2 - The presiding officer shall appoint two tellers to properly supervise the counting of said votes and announce the results. SECTION 3 - The Recording Secretary shall enter the results of the election in the Minutes of the meeting. SECTION 4 - Election shall be by closed ballot. When more than one candidate is nominated for office, the one receiving the majority of votes cast shall be deemed elected. If there the vote results in a tie there shall be a re-election. The one receiving the majority of votes cast shall be deemed elected. SECTION 5 - Each member shall have one vote. ARTICLE IX - Installation of Officers SECTION 1 - The installation of officers is effective immediately upon election. ARTICLE X - Duties of the President SECTION 1 - The President, as lay leader of the Congregation shall direct the administration of its affairs. He shall preside at all meetings of the Congregation, Board and Executive Committee. He shall see that the Constitution by-laws and standing rules of the Congregation and its established usages are observed and that the officers discharge their duties faithfully. Each year he shall appoint all committees: he may in his discretion remove or add any committee member or committee-chairperson, except and unless otherwise limited by this constitution. He shall appoint all standing and special committees. SECTION 2 - The President shall preserve order at meetings of the Congregation and Board and put to vote all proper motions. SECTION 3 - The President shall submit to the Board an annual budget report at

least thirty (30) days prior to the annual membership meeting, which shall be approved by the majority of the Board and voted upon by the general membership. The financial secretary is responsible to produce an annual financial report to the president. SECTION 4 - Within thirty (30) days after election the incoming President shall submit a table of organization to the Board indicating the functions and duties assigned to the respective elected officers and designated appointments to committee chairmanships. Said document may be amended at any time as set forth in Sec. 1, above. ARTICLE XII - Duties of the First Vice President SECTION 1 - The First Vice President shall be present at all Board and membership meetings and shall assist the President in the discharge of his duties. In the absence of the President, the First Vice President shall assume the administrative duties vested in the President and in the absence of both the President and First Vice President, the Second Vice President shall assume such administrative duties, ARTICLE XIII - Duties of the Treasurer and Financial Secretary SECTION 1 - The Treasurer shall supervise the fiscal affairs of the Congregation including the control of income and expenditures in conjunction with the Finance Committee. He shall receive all monies for the use of the Congregation and give receipts therefor. Upon receipt of -all monies, the Treasurer shall deposit all monies received by him in such bank as the Board may designate, in the name of the Congregation. This duty may be delegated to a staff official if desired. SECTION 2 - The Treasurer shall pay all bills by check, which shall be signed by any two of the following officers: President, First Vice President, Treasurer, and Financial Secretary. SECTION 3 - -The financial secretary in conjunction with the Treasurer is responsible to produce an annual financial report to the president at least 30 days prior to the general membership meeting. The President will in turn submit the report to the Board for approval and thereafter the budget shall be voted upon by the general membership. The financial condition of the Congregation and at such other times must be reported as may be deemed necessary by the Board. SECTION 4 - Whenever so required by the Congregation or the Board, the Treasurer shall deliver all monies, books and papers in his possession to his

successor or to the presiding. ARTICLE XIV - Duties of the Secretaries SECTION 1 - The Recording Secretary shall keep an accurate record of the proceedings of all meetings of the Congregation and Board. The Recording Secretary shall be present at every meeting of the Board and present all necessary records of its proceedings. He shall deliver all books, papers and other properties under his care to his successor in office. SECTION 2 - The Corresponding Secretary shall take care of all communications and notices for the Congregation and Board. ARTICLE XV - Duties of the Third Vice President (head gabbai) SECTION 1 - The Third Vice President shall supervise all worship services of the Congregation, whether in its Synagogue or elsewhere under its auspices. He shall have the authority and the duty to designate the prayer officiants (Ba'aley Tephillah), and to select and designate those to be called up for Aliyoth to the Torah reading portions and those to be assigned other honors at the services. ARTICLE XVI - Duties of the Board SECTION 1 - Board shall have custody of all property belonging to the Congregation and shall manage the affairs of the Congregation subject to its Constitution and by laws. The Board shall: (a) Fix an annual budget; (b) Recommend annual membership dues subject to the approval of the general membership (c) Engage and release employees (d) Fix memberships assessments, as necessary. The Board shall appoint a search committee for the Congregation candidates for the office of Rabbi of the Congregation and Cantor of the Congregation. The choice among the candidates is to be made and elected upon by the Congregation at a Congregational meeting specifically called for that purpose. Should a case arise for consideration of release of the incumbent Rabbi or Cantor, the position of the Board with respect thereto shall be submitted to a Special Meeting of the Congregation. SECTION 3 - All members of the Board shall serve in office for one year. SECTION 4 - The Board shall determine its own rules of government and meetings provided such rules do not conflict with the Constitution or the By Laws

of the Congregation. SECTION 5 - The Board shall have the right to conclude all contracts on behalf of the Congregation. SECTION 6 - The Board shall have the power to suspend or expel by vote any member for improper or immoral conduct or for violation of the rules of the Congregation. Said vote shall require two thirds of the vote of the Board attending said meeting and shall be only conducted after thirty (30) days written notice has been served upon the member sought to be suspended or expelled. SECTION 7 - The office of any elected member of the Board who shall have absented himself from three (3) consecutive meetings without satisfactory explanation may be declared vacant by the President upon giving thirty (30) days notice by registered or certified mail to the absentee. The President shall nominate a successor for the unexpired tern and shall present said candidate to the Board. Said successor shall require a two-thirds vote of the Board of- Trustees. SECTION 9 - The Board meetings shall be designated at the conclusion of each meeting which should meet at least eight (8) times annually. ARTICLE XVII - Vacancy of Office SECTION 1 - Should a vacancy occur in any elective office by death, resignation or otherwise, the Congregation shall proceed to elect to the vacant office another member who shall serve for the remainder of the term for which the original incumbent was elected. ARTICLE XVIII - Religious Worship and Conduct SECTION 1 - All religious services, prayers and customs shall be conducted according to Orthodox Jewish ritual as specified in the Shulchan Aruch and other codifications of Jewish law of accepted authority among Orthodox Jewry. SECTION 2 - The Rite of Order of prayers (Nusach or Layning) originally established shall not thereafter be changed or replaced by another Rite. The prayer leader of each service shall recite the prayer in accordance with the established custom of the Synagogue. SECTION 3 - Congregants shall defer to the Rav (Rabbi) as spiritual mentor and Jewish law authority of the Congregation. The Rav is looked to give Torah direction to the Congregation in all its aspects and to guide the Congregants in fulfillment of the character and life of the Torah-dedicated Jew.

Controversies concerning religious worship, halakha and conduct shall be decided by the Rabbi of the Congregation or, in absence of an incumbent Rabbi, by the Rabbinical Council of America or other recognized Orthodox rabbinic body initially designated by the Congregation. SECTION 4 - No individual shall officiate at services at any time without the express authorization of the head gabbai or his designees who shall act with the consent of the Rabbi and President. SECTION 5 - No individual shall be invited to address the Congregation or any of its affiliated groups unless the Rabbi and the President are consulted and have given their consent. No person may occupy the synagogue pulpit or otherwise expound Torah teaching to the Congregation without the express advance permission of the Rabbi. ARTICLE XIX - Standing Committees SECTION 1 - The Chairman and the members of the following standing committees shall be appointed following the commencement of each new administration by the incoming President: (a) Youth Activities (b) Services (c) Fund Raising (d) Cemetery (e) House (f) Finance (g) Catering (h) Membership (i) Newsletter (j) Day School and/or Hebrew School (k) Good and Welfare (l) Adult Education (m) Personnel (n) Chevra Kadisha (o) Constitution and by Laws (p) Orthodox Union Liaison (q) Jewish Affairs (r) Israel (s) Community Relations ARTICLE XX - Amendments SECTION 1 - Except as set forth in SECTION 3 below, this Constitution shall be subject to changes or amendments provided same shall have been submitted in

writing to the Constitution and By Laws committee which shall submit then to the Congregation with its recommendations. Suggested changes or amendments shall lie over for at least thirty (30) days but not more than forty five (45) days and shall require a two-thirds majority for adoption. Notices of proposed amendments or changes shall be mailed at least ten (10) days prior to the meeting at which they are to be acted upon. SECTION 2 - Any issue not provided for in this Constitution shall be subject to the provisions of Roberts' Rules of Order. SECTION 3 - The following provisions of this Constitution shall be irrevocable and not subject to amendment, change or appeal: Article I, Article II, Article III, Article XVI, and Article XIX. SECTION 4 - This Constitution shall become law by its passage and shall supersede all existing Constitutions of the Congregation.