Bylaws of Congregation Nevei Kodesh
I. NAME. The name of this organization shall be Congregation Nevei Kodesh.
II. PURPOSE. Congregation Nevei Kodesh is a Jewish Renewal Community dedicated to enriching the spiritual lives of its members through communal activities such as worship services, Jewish education, life cycle rituals and other community events that make Judaism meaningful and compelling.
III. MEMBERS AND MEETINGS
1. Any person over 18 who supports the purpose of the Community and who pays dues as set by the Board of Directors is a regular member with full voting rights.
2. The Board of Directors may create additional categories of membership with rights and obligations different from those of regular members.
B. VOTES. Each voting member shall be entitled to one vote on all matters coming before the members.
C. ANNUAL AND REGULAR MEETINGS OF MEMBERS.
1. A meeting of the voting members shall be held annually.
2. Other regular meetings of the members shall be held as may be stated in or fixed by resolution of the Board.
3. The exact time, date, and place of any membership meeting shall be stated in or fixed in accordance with a resolution of the Board.
D. SPECIAL MEETINGS OF MEMBERS. A special meeting of members shall be held:
1. On call of the Board of Directors; or
2. Upon receipt by a corporate officer of a written demand for the meeting, stating the purpose for which it is to be held, signed and dated by at least 20 percent of the voting members.
E. NOTICE OF MEETINGS. Notice of an annual, regular, or special meeting of members shall be by first-class or registered mail, postmarked no less than 15 days prior to the meeting, or by electronic mail or electronic publication in the community newsletter sent to the members no later than 10 days prior to the meeting. Notice of an annual or regular meeting shall include a description of any matter that must be approved by members. Notice of a special meeting shall include a description of the purpose for which the meeting is called.
F. QUORUM. Except as may otherwise be provided by the laws of Colorado or these bylaws, the presence, either in person or by proxy, of at least 25% of the members eligible to vote shall constitute a quorum of the members for all purposes. Once a member is represented at a meeting for the purpose of determining whether a quorum exists, the member is deemed present for quorum purposes for the remainder of the meeting.
G. VOTE REQUIRED FOR MEMBERSHIP ACTION.
1. If a quorum exists, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless a different number of affirmative votes is required by the laws of Colorado or these bylaws.
2. Approval by an affirmative vote of two-thirds of the members voting on the issue shall be required for the selection or retention of a rabbi.
H. ACTION BY WRITTEN BALLOT.
1. Except as otherwise provided by the laws of Colorado or these bylaws, any action that may be taken at an annual, regular, or special meeting of members may be taken without a meeting if a written or electronic (email or internet) ballot is delivered to every member entitled to vote on the matter. A written or electronic ballot shall:
a) Set forth each proposed action; and
b) Provide an opportunity to vote for or against each proposed action.
2. Approval by written or electronic ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
3. All solicitations for votes by written or electronic ballot shall:
a) Indicate the number of responses needed to meet the quorum requirements;
b) State the percentage of approvals necessary to approve each matter other than election of directors;
c) Specify the time by which a ballot must be received by the corporation in order to be counted;
d) Be accompanied by written information sufficient to permit each person casting such ballot to reach an informed decision on the matter.
I. PROXIES. A member entitled to vote may vote or otherwise act in person or by written signed proxy.
J. CONDUCT OF MEETINGS. In so far as not in conflict with these bylaws or provision of law, meetings shall be conducted according to the most current edition of Robert's Rules of Order.
IV. BOARD OF DIRECTORS
A. POWERS. Subject to any provisions of the laws of Colorado and any limitations in the Articles of Incorporation relating to action required to be taken by the Members, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Community managed under the direction of, the Board of Directors.
C. NUMBER. The Board of Directors shall consist of between 5 and 15 members. The number of Directors may be fixed or changed from time to time within this range by the Members or by the Board of Directors.
D. DUTIES. The Board of Directors shall:
1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these bylaws;
2. Envision and develop goals and policies consistent with the organizational purpose and distinctive features of Jewish Renewal as set forth in these bylaws or in the mission statement of the organization.
3. Have all necessary power to perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation or by these bylaws and to enter into contracts for real estate, including but not limited to the authority to buy, sell or lease real estate for a synagogue, school or otherwise; and to finance, convey, encumber, borrow money and execute indemnities for or on real property;
4. Submit to the Community for approval the name of any person proposed to be hired or retained as a rabbi.
5. Except as may otherwise be provided by these bylaws, appoint and remove, employ and discharge, prescribe the duties and fix the compensation of, and supervise all officers, agents, and employees of the Community;
6. Establish advisory boards or other bodies to provide advice, service, and assistance.
7. Prepare, or cause to be prepared, an annual budget for submission to the Community for final approval;
8. Call and hold an annual meeting of the voting Members of the Community, at a time, date, and place stated in or fixed in accordance with a resolution of the Board.
E. ELECTION OF DIRECTORS.:
1. The Board of Directors shall be elected by written or electronic ballot by the voting Members every spring.
2. Any Member qualified to be a Director may be a candidate.
3. The ballot shall identify candidates endorsed by the board.
4. Each Member may vote for as many candidates as there are open seats on the Board. When there are more candidates than open seats on the board, the open seats shall be filled by those candidates receiving the greatest numbers of votes. However, when the number of candidates is less than or equal to the number of open seats, the affirmative vote of two thirds of the members constituting a quorum at the meeting at which the election occurs shall be required for election to the Board of Directors.
1. Except as otherwise provided in this section, the term of each Director shall be two years.
2. The term of a Director filling a vacancy expires at the next annual election of directors.
3. Directors may be elected for successive terms.
4. For any particular annual election of Directors, the Board of Directors may set a greater or lesser term of office for a seat to be filled if such adjustment becomes necessary to establish or re-establish staggered terms for the Directors.
G. COMMITTEES OF THE BOARD.
1. GENERAL. The Board of Directors may create one or more committees of the Board and appoint one or more Directors to serve on them. Except as may otherwise be provided by the laws of Colorado, each committee of the Board shall have the authority of the Board with respect to such functions, tasks, or duties as the Board has specified.
2. NOMINATING COMMITTEE. The Board of Directors shall create a Nominating Committee from among its members. Prior to each annual election of Directors, the Nominating Committee shall consider available candidates, and recommend a slate of nominees to the Board of Directors. The Board of Directors shall attach the slate of nominees, with such modifications as it shall adopt, to the election materials sent to members of the Community.
a) The Board of Directors shall hold regular meetings as often as is necessary to carry out its functions.
b) Special meetings of the Board of Directors, including conferences by telephone or email or other electronic media, shall be held whenever called by the President or by any two of the Directors, at such time and place or in such manner as may be specified in the notice or waivers of notice thereof, provided quorum requirements are met and all other applicable policies are adhered to.
2. NOTICE OF SPECIAL MEETING. Special meetings of the Board of Directors shall be preceded by at least two days' notice of the date, time, and place of the meeting.
3. QUORUM. A quorum of the Board of Directors consists of a majority of the number of Directors in office immediately before the meeting begins.
4. MANNER OF ACTION. Unless otherwise provided by the laws of Colorado or by these bylaws, if a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present is the act of the Board of Directors.
1. Any Director may resign at any time by giving written notice to the Board of Directors, the President, or Secretary. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board or such officer. When one or more directors resign from the Board effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations become effective.
2. A Director may be deemed to have resigned for failing to attend 3 consecutive Board meetings. If such failure to attend is confirmed by an affirmative vote of the Board of Directors, then such failure to attend shall be effective as a resignation at the time of such vote of the Board.
J. REMOVAL. Any Director may be removed at any time, with or without cause, by two thirds of the Members voting at a meeting called for the purpose of removing that Director. The meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the Director.
K. VACANCIES. Any vacancy on the Board of Directors, including a vacancy resulting from an increase in the number of Directors, may be filled by the affirmative vote of a majority of the remaining Directors. If the Directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the Directors remaining in office. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date, may be filled before the vacancy occurs, but the new Director may not take office until the vacancy occurs. The term of a Director filling a vacancy expires as set forth in Section IV.G.2 of these bylaws.
V. OFFICERS OF THE CORPORATION.
A. NUMBER. The officers of the Corporation shall be elected by and from the Board of Directors and shall include a President, Vice President, Secretary, Treasurer, and such other officers as may be designated by the Board of Directors. The same person may hold more than one office.
B. DUTIES. The officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may be set forth in these bylaws, or may from time to time be specifically conferred or imposed by the Board of Directors.
VI. OTHER PROVISIONS
A. INDEMNIFICATION. The corporation shall, to the full extent permitted by Colorado law, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, by reason of the fact that he or she is or was a director or officer of the corporation. The right of indemnification shall inure to the benefit of the heirs and personal representatives of the director or officer.
B. CONFLICT OF INTEREST. If any person who is a director or officer of the corporation is aware that the corporation is about to enter into any business transaction directly or indirectly with himself, any member of his family, or any entity in which he has any legal, equitable or fiduciary interest or position, including, without limitation, as a director, officer, shareholder, partner, beneficiary or trustee, such person shall (a) immediately inform those charged with approving the transaction on behalf of the corporation of his interest or position; (b) aid the persons charged with making the decision by disclosing any material facts within his knowledge that bear on the advisability of such transaction from the standpoint of the corporation; and (c) not be entitled to vote on the decision to enter into such transaction.
C. DESIGNATED CONTRIBUTIONS. The corporation may accept any designated contribution, grant, bequest, or devise consistent with its general tax-exempt purposes, as set forth in the Articles of Incorporation. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the corporation shall reserve all right, title and interest in and to and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any special fund, purpose or use. Further, the corporation shall retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used to carry out the corporation's tax-exempt purposes. Notwithstanding the foregoing, any funds donated to the corporation on the condition they be used for one or more program purposes in furtherance of the corporation's charitable purpose ("Restricted Funds") shall be used only for such restricted purposes.
VII. AMENDMENT OF BYLAWS.
A. BOARD ACTION. The Board of Directors may amend the bylaws at any time to add, change, or delete a provision, unless:
1. The Articles of Incorporation or Colorado statutes reserve such power exclusively to members in whole or in part; or
2. A particular bylaw expressly prohibits the Board of Directors from doing so; or
3. It would result in a change of the rights, privileges, preferences, restrictions, or conditions of a membership class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.
B. MEMBERSHIP ACTION. The members may amend the bylaws even though the bylaws may also be amended by the Board of Directors. In such instances, the action shall be taken in accordance with current Colorado statutes pertaining to nonprofit corporations.
C. VOTE REQUIRED. Approval by two-thirds of those voting shall be required to amend any bylaw.