Article I Name, Purpose, and Practices

Constitution of Temple Menorah Draft copy distributed to the Board of Trustees- April 2015February 2008 (Amended May 11, 2007; Previously amended May 11, 2007, 2002, and November 1991) Article I Name, Purpose, and Practices Section 1. This Congregation shall be known as Temple Menorah. Section 2. The purpose of this Congregation shall be to promote Judaism by means of public and private worship, by religious education and through social and welfare activities. This Congregation shall participate in the larger Jewish community, and support the State of Israel. Section 3. The Congregation shall be cognizant of the recommendations of the Central Conference of American Rabbis and the Union for Reform Judaism in its practices of Judaism. The practices and policies of the Congregation shall be determined by the Board of Trustees thereof. Article II Membership and Dues Section 1. Any person of the Jewish faith, or any person seeking to be associated with those upholding the Jewish faith, may be admitted to membership in the Congregation. Section 2. Members shall pay such annual dues, assessments and other fees as shall be determined by the Board of Trustees, provided that such financial obligations shall be consistent with the means of the individual member as determined by the Dues Evaluation Committee. Section 3. A member in good standing is one who has met his/her financial obligations to the Temple, as defined by the Board of Trustees. Section 4. The unit of membership shall be the individual or a couple. All children under the age of twenty-one (21) years of age or younger shall be included in the unit. Children of the family not living at home shall not be included in the membership unit. Section 5. Each of the following, in good standing, shall be entitled to vote at an authorized congregational meeting: a. The individual member. b. In the case of a couple, each shall each have one vote. Section 6. Members in good standing shall have the following privileges: a. Attend High Holiday Services at no additional cost. b. Register and maintain their children at Religious School and Hebrew School, upon payment of all fees set by the Board of Trustees. Page 1

c. Be elected to and maintain Temple office, if qualified as stated under Article III, Section 2. d. Maintain voting privileges. e. Obtain additional privileges exclusively for members in good standing, as established by the Board of Trustees, including priority admission to all Temple schools and preferential fees. Section 7. The resignation of any member shall not relieve him/her from the payment of any obligation due the Congregation at the time of resignation, including the balance of annual dues. Section 8. Honorary life membership may be bestowed by the Board of Trustees upon those persons whose services to the Congregation have been such that it is deemed desirable to do so. Honorary life members shall enjoy all the privileges of regular membership without financial obligation. Article III Board of Trustees Members of the Board, as leaders of the Congregation, shall individually and collectively set the example to the membership by active participation in the life and activities of the Congregation. Section 1. Composition a. The Board of Trustees of the Congregation shall include the officers, thereof, who comprise the President, 1st Vice President, 2nd Vice President, 3rd Vice President, 4th Vice President, Treasurer, Financial Secretary, Recording Secretary and Corresponding Secretary. (Adopted 1997) b. The Board of Trustees shall include eight (8) trustees elected by the Congregation. The election of trustees shall be so arranged that four (4) trustees shall be elected each year for a term of two (2) years. c. Up to four (4) additional members may be appointed by the President, with approval of the Board of Trustees, after due notification of proposed appointments(s), at a regularly scheduled meeting. d. The Past Presidents of the Congregation may be members of the Board of Trustees up to three years following their Presidency or for as long as he/she is immediate Past President, whichever is longer. (Adopted 2002) A Past President shall have voting rights but shall not be counted for the purpose of determining a quorum. e. The Presiding Officer of organizations affiliated with Temple Menorah and their committees, as described in the Bylaws of this Congregationdefined in Article X, Section I Paragraph b, shall also be members of the Board of Trustees, provided that such individuals are members in good standing of the Congregation and that the organizations over which they preside have a membership at least seventy-five percent (75%) of whom are members of the Congregation. A Presiding Officer of an affiliated organization shall have voting rights but shall not be counted for the purpose of determining a quorum. Page 2

f. In addition to the above, the chairpersons (or a designee appointed by the chairperson) of the Religious School, the Tuvia Pre-School Steering, and the Day School Committees respectively, shall be members of the Board of Trustees. (Adopted 1997) These committee representatives shall have voting rights but shall not be counted for the purpose of determining a quorum. Section 2. Eligibility a. Any Jewish member of the Congregation shall be eligible to serve on the Board of Trustees after a minimum of one (1) year of Temple membership in good standing. b. The President shall have been a member of the Board of Trustees for at least two (2) years within the five (5) year period preceding the election. c. The First Vice President shall have been a member of the Board of Trustees for a least one (1) year within the five (5) year period preceding the election. d. No person may serve on the Board of Trustees for more than four (4) consecutive years in the same capacity or for more than a total of eight (8) consecutive years in any capacity, excluding that of presiding officer of an affiliated organization. A minimum interim period of one (1) year must lapse before said person may again hold office. This provision shall not prevent a Past President or presiding officer of an affiliated organization from serving on the Board of Trustees as provided for in Section 1(d) of this Article, nor prevent a person from serving as President. Section 3. General Powers The Board of Trustees shall be responsible for the general management of the affairs, funds, records and property of the Congregation, and perform such other duties as the members of the Congregation in regular or special meetings may prescribe. Section 4. Special Powers The special powers of the Board of Trustees shall include: a. Determination of membership policies and of the financial obligation of members, and the admission of new members. The power to remove a member may not be delegated. b. The removal of any officer, trustee, or member from office or from Temple membership for cause, but not without hearing before the Board of Trustees, on fifteen (15) days' notice in writing of any and all charges, and a concurrence of two-thirds (2/3) of the members of the Board of Trustees present. Such hearings shall be closed to other than the members of the Board of Trustees, except upon the request of the person being charged. This paragraph shall not apply to a failure to meet financial obligations. c. Adoption of an annual budget of estimated income and disbursements for the ensuing fiscal year, prior to the beginning of each year d. Election of key employees as may be necessary, including Rabbi(s), Cantor, Educator, School Director(s), Administrator; and determination of their duties and compensation. e. Approval of all contracts that obligate the Temple, except as specifically delegated. f. Adoption of Bylaws-The Board of Trustees shall adopt bylaws and amendments to assist in the day-to-day management and operation of the Temple Menorah. The adoption or amendment of bylaws shall require the affirmative vote of 75% of the Board members present at a regular meeting of the Board. Bylaws or amendments shall be proposed at least two Board Page 3

meetings prior to the vote. The Bylaws are noted in the last section of this document. (Amended 2007) Section 5. Meetings a. The Board of Trustees shall meet at least once each month on the day of the month predetermined by the Board at the first meeting of the year. b. The President may call a special meeting of the Board of Trustees at his/her own discretion, and shall call such a meeting on petition of five (5) members of the Board of Trustees. A notice of such special meeting setting forth the purpose thereof shall be sent to each member of the Board at least seven (7) days prior to such meeting. c. The majority of the Board of Trustees shall constitute a quorum. Such quorum shall be necessary for the conduct of any business. Section 6. Attendance The Recording Secretary of the Board of Trustees shall promptly report to the Board of Trustees any member thereof who has been absent from any four (4) regular or three (3) consecutive regular meetings during any year of office. The position of such a member shall be declared vacant. Upon such declaration, the Board of Trustees may vote to reinstate such a member. This section shall not apply to Past Presidents, Presiding Officers of Affiliated Organizations, or committee representatives for the Religious School Committee, Tuvia School Steering Committee, and Day School Committee. Section 7. Vacancies a. Should a vacancy occur on the Board of Trustees, including officers of the Congregation except that of the Presidency, such position shall be filled by appointment by the President with the approval of the Board of Trustees. Persons elected in this manner shall hold office until the end of the fiscal year. b. A vacancy in the Presidency shall be filled for the remainder of the President's term by the Vice Presidents in their order, and the Vice Presidential office(s) shall become vacant. Any remaining vacancies in the offices of the Vice Presidents shall be filled by appointment by the President with the approval of the Board of Trustees. (Adopted 2002) c. The eligibility requirements listed under Article III, Section 2, Paragraphs B. and C., shall not apply to such successions. Section 8. Terms of Office a. Elected Officers shall serve for two (2) years, beginning July 1 st following their election. b. Elected Trustees shall serve for two (2) years, beginning July 1 st following their election. c. Appointed Trustees shall serve until the end of the fiscal year. d. Trustees elected by the Congregation to complete unexpired terms shall serve until the end of the said term. Page 4

Article IV Responsibilities of Officers and Trustees Section 1. The President The President shall preside at all meetings of the Congregation and of its Board of Trustees, shall enforce the policies of the Board, and shall sign all official documents. The President shall cast a vote only in the event of a tie. It shall be his/her additional responsibility to: a. Be an authorized signatory to disburse Temple funds. b. Organize the Board of Trustees to assist them in their responsibilities. c. Appoint committee chairpersons with the approval of the Board of Trustees. d. Call special meetings of the Congregation. e. Call special meetings of the Board of Trustees. f. Make a report of the status of the Congregation at its annual meeting. g. Be an ex-officio member of all committees except the Nominating Committee. h. Appoint one member of the Board of Trustees to serve as Parliamentarian. i. Perform such other duties as the office requires. Section 2. The Vice Presidents a. The Vice Presidents in their order, shall, in the absence or temporary inability of the President, assume all of the duties and responsibilities incumbent upon the President, and shall succeed to the Presidency in the event of a vacancy as provided for in Article III, Section 7. b. Each Vice President shall be responsible for and exercise executive supervision over specific areas of Temple activity, as assigned by the President. Each standing committee of Article V, Section 2 shall be under the responsibility of a Vice President as assigned by the President. Section 3. The Treasurer It shall be the responsibility of the Treasurer to: a. Supervise the following functions: (1) Receipt, deposit, and custodianship of all funds received by the Congregation. (2) Disbursement of Congregation funds as authorized by the Board of Trustees. (3) Preparation of a written monthly report to the Board of Trustees, and an annual written report to the Congregation, on the status of Congregation funds and assets. These reports shall be available at all Congregational meetings. b. Attend the meetings of the Budget and Finance Committee, of which he/she shall be a member. c. Have the books and accounts current at the expiration of the term of his/her office. d. Deliver to his/her successor, upon the expiration of the term of office, all books and records pertaining to the office in his/her possession or custody. Section 4. The Financial Secretary It shall be the responsibility of the Financial Secretary to: a. Supervise and administer through the Temple office a registry of the names of all members of the Congregation with complete data as to their membership. Page 5

b. Supervise the maintenance of the financial records of members of the Congregation; the posting of all billing for dues and other charges; and supervise their collection. c. Chair the Dues Evaluation Committee as provided in the Bylaws of this Congregation. defined in Article V, Section 2n. d. Deliver to his/her successor, at the expiration of the term of office, all property and records of the Congregation pertaining to the office. Section 5. The Recording Secretary It shall be the responsibility of the Recording Secretary to: a. Attend all Board of Trustees and Executive Committee meetings; keep a correct record of the proceedings; maintain attendance records of the meetings of the Board of Trustees; and report as stated under Article III, Section 6. b. Be the custodian of the seal of the Congregation and affix it together with his/her signature to all Temple documents, which require the same. Maintain a properly indexed record of all resolutions approved by the Board of Trustees and the Congregation. c. Perform all other duties, as the office requires. d. At the expiration of the term of office, deliver to his/her successor, all property of the Congregation and all books and papers pertaining to the office, which may be in his/her possession or custody. Section 6. The Corresponding Secretary It shall be the responsibility of the Corresponding Secretary to: a. Read communication and handle incoming and outgoing correspondence of the Board of Trustees. b. Maintain a properly indexed file of all correspondence to and from the Board of Trustees. c. Issues notices of meetings of the Congregation and Board of Trustees. d. Perform all other duties, as the office requires. e. At the expiration of the term of office, deliver to his/her successor, all property of the Congregation and all books and papers pertaining to the office, which may be in his/her possession or custody. f. As appropriate, some or all of these duties may be delegated to the Executive Director and/or his/her staff. (Amended 2007) Section 7. The Trustees It shall be the responsibility of the Trustees to: a. Attend all meetings of the Board of Trustees. b. Serve as chair, co-chair, or active member of a committee, at the direction of the President. c. Exercise all of the powers, carry out all the duties, and accept all of the responsibilities required of Trustees under this Constitution. Page 6

Article V Standing Committees Section 1. Executive Committee There shall be an Executive Committee consisting of the elected officers and the Immediate Past President, which shall meet at the discretion of the President and shall act in an advisory capacity to the President. A recommendation of the Executive Committee submitted to the Board of Trustees shall be deemed the equivalent of a duly seconded motion before the Board of Trustees. Section 2. Religious Practices Committee It shall be the responsibility of this committee, in cooperation with and approval of the Rabbi, to recommend Temple policies concerning the rituals and observances of the Congregation, to promote such practices in the home as will enhance the values of Jewish living, and to recommend plans and arrangements for High Holidays and assist in their implementation. Section 3. Nominating Committee In addition to the duties specified by Article VII, Section 1, it shall be the responsibility of this committee to recommend to the President candidates for committee chairs and memberships and other leadership positions. This committee shall continue in office until the establishment of its successor as defined in Article VII, Section 1(c). Section 4. Committees The chairs of committees shall be members in good standing and shall be appointed by the President with the approval of the Board. Committees will be listed in the Bylaws section of this document and may be created or modified to meet the needs of the congregation. Article VI Congregational Meetings Section 1. Annual Meeting An Annual Meeting of this Congregation shall be held in the last two months of the fiscal year. Election of Officers and Trustees shall be held at the Annual Meeting. Every membership unit of the Congregation shall be notified by mail-of the meeting date at least thirty (30) days prior to the holding of said Annual Meeting and at least five (5) days prior to the postponement thereof. Such notice shall further set forth the other business to be transacted at such meeting. The membership shall be notified of all nominees for office and for the Board of Trustees in accordance with the provisions under Article VII, Section 3. Section 2. Special Meetings Special meetings of the Congregation may be called by the President. Special meetings of the Congregation shall be called by the President at the written request of one-third (1 /3) of the Board of Trustees or at least thirty-five (35) membership units in good standing of the Congregation. The call of a special meeting shall be mailed to all members at least seven (7) days prior to the time of such meeting. No business shall be transacted except that specified in the call to the meeting. Page 7

Section 3. Quorum Any number of members in good standing present, after due notice, shall be considered a quorum. Section 4. Voting a. Except as otherwise prescribed by this Constitution, all determinations shall be made by simple majority vote of all members present. Voting by proxy shall not be allowed. b. A motion passed at a Congregational meeting shall be deemed the equivalent of a motion adopted by the Board of Trustees. Article VII Nominations Section 1. Nominating Committee The Nominating Committee shall consist of nine (9) members, as defined herein, and shall prepare a slate of nominees consisting of one nomination for each office and for each trustee. a. The President shall appoint four (4) members of the Board of Trustees to the Nominating Committee, one of whom shall be designated as Chair Pro Tem of said committee. b. The Board of Trustees shall elect five (5) members to the committee. No more than two (2) of these five (5) members shall be members of the Board of Trustees. c. Said committee shall be established not later than February 1st of each odd year. Section 2. Additional Nominations Nomination for any elective office may be made by petition of twenty (20) membership units in good standing of the Congregation, with the written consent of the nominee. Said nominations shall be filed with the Recording Secretary no later than fifteen (15) days before the election. Section 3. Filing and Notice of Nominations a. Nominations by the Nominating Committee shall be filed, posted on the Temple bulletin board, read at the meeting of the Board of Trustees at least one month prior to the election, and shall be published in the Temple Bulletin at least two weeks, but not more than six weeks, prior to the Annual Meeting. The nominations shall be included in the written notice of the Annual Meeting, as set forth in Article VI, Section 1. b. Nominations by Petition shall be posted on the Temple bulletin board and mailed to all members of the Congregation at least ten (10) days prior to the election. Page 8

Article VIII Election Section 1. Ballots One slate of nominees shall be presented alphabetically including term of each office, without indicating the method of nomination. In the case of contested offices, voting shall be by secret ballot. Section 2. Tellers The President shall appoint three (3) tellers of the election who are not candidates at such election. Such tellers shall supervise the election, shall receive and count the ballots cast, and shall certify the results thereof to the President and to the Recording Secretary. Section 3. Voting Officers shall be elected by a majority of votes cast. Trustees shall be elected by a plurality of the votes cast. Article IX Rabbi and Cantor Section 1. Selection a. A newthe Rabbi or a new Cantor shall be selected recommended by a special Pulpit Committee of not less than seven (7) members in good standing, appointed by the President with the approval of the Board of Trustees. This committee shall recommend to the Board of Trustees a new Rabbi or new Cantor to be selected by the Board. Such selection shall require a two-thirds (2/3) vote of the Board of Trustees. b. After the Board selects a new Rabbi or a new Cantor, the Board s selection shall then be approved by election at a Congregational meeting called for that purpose. An election of the Board s selected candidate requires an affirmative vote of 2/3 of the member units in good standing present at said meeting. Section 2. Re-election of Rabbi and Cantor At least sixty percent (60%) by the Board of Trustees present at a regularly scheduled meeting shall be required to re-elect the Rabbi or Cantor. Following a decision to retain the services of the Rabbi or Cantor currently engaged by the Congregation, said services shall be secured as follows: a. The President shall appoint a negotiating committee of not less than three (3) Board members to meet and negotiate with the Rabbi or Cantor concerning terms and conditions of service, not less than six (6) months prior to the expiration of the Rabbi's or Cantor s current engagement. b. Such committee shall report back to the Board of Trustees no later than the next regularly scheduled meeting of the Board of Trustees regarding the progress of the negotiations. c. The terms and conditions of said re-election shall be approved by the Board of Trustees. Page 9

Section 3. Duties of the Rabbi. The Rabbi shall perform the duties of his or her office under the direction of the Board of Trustees. He or she shall be an ex-officio member of the Congregation. He or she shall perform all those duties incumbent upon and in accordance with his or her office as prescribed by the traditions and practices of Reform Judaism, the Union of Reform Judaism, and the Central Conference of American Rabbis. He or she shall be an honorary member of the Board of Trustees, but shall not be included in the determination of a quorum and shall cast no vote. Section 4. Duties of the Cantor The Cantor shall perform the duties of the office under the direction of the Board of Trustees. The Cantor shall be an ex-officio member of the Congregation. The Cantor shall perform all those duties incumbent upon and in accordance with the office as prescribed by the traditions and practices of Reform Judaism, the Union of Reform Judaism, and the American Conference of Cantors. The Cantor shall be an honorary member of the Board of Trustees but shall not be included in the determination of a quorum and shall cast no vote. Article X Miscellaneous Provisions Section 1. Real Estate The sale, purchase, or encumbrance of the real property, or the addition of new or major modifications to existing buildings comprising Temple facilities, can be effected only after a vote of approval obtained at a Congregational meeting. An affirmative vote of two-thirds (2/3) of the members present at a meeting called for that purpose shall be required. Section 2. Compliance with Law and Rules of Order. a. Non-Profit Corporation Law-This Constitution shall be in harmony with the Non- Profit Corporation Law of the State of California and United States of America. Any variance there from is not intended hereby and shall have no force and effect. b. Rules of Order-The conduct of all meetings of the Congregation and of the Board of Trustees shall be governed by Robert s Rules of Order except when changed by this Constitution. c. The required percentage for a vote at the Board of Trustees and Congregation meetings shall be based solely on the number of members in good standing present after a quorum defined in Article III, Section 5, Paragraph c., and Article VI, Section 3, has been established. Section 3. Fiscal Year The fiscal year shall begin on July 1 and end on June 30. (Or September 1 and August 31.) Section 4. Obligation of the Congregation No individual, group, committee, or affiliated organization shall have the right to obligate the Congregation in any way, nor represent itself as spokesperson for the Temple on any issue or candidacy, except upon express, prior approval of the Board of Trustees. Page 10

Article XI Amendments Section 1. Procedure for Amendments or Revisions. Amendments or revisions to this Constitution.shall be in writing and shall be proposed by the Board of Trustees or by at least twenty-five (25) membership units of the Congregation and filed with the Board of Trustees. Such amendments shall be voted upon at any regular meeting of the Congregation or at any special meeting called for that purpose. Copies of the proposed amendments shall be mailed to each member of the Congregation with the notice of the meeting. Section 2. Vote Necessary An affirmative vote of two-thirds (2/3) of the members of the Congregation present at a meeting called for that purpose shall be necessary to adopt any amendment or revision. Article XII Merger or Dissolution A merger with another Jewish religious non-profit corporation or a dissolution of this Corporation shall be in accordance with the Nonprofit Religious Corporation Law of the State of California, which is currently set forth in California Corporations Code, Title 1, Division 2, Part 4. A merger or dissolution of this Corporation shall require an affirmative two-thirds (2/3) vote of the members of the Congregation in good standing, who are present and voting at a special meeting called for such purpose. Page 11