LARCHMONT TEMPLE INC.
BY-LAWS
November 17, 2002
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ARTICLE I--NAME, PURPOSE AND AFFILIATION
1. Name. The Congregation of Larchmont Temple shall be known as "Larchmont Temple," or “Larchmont Temple Har Chayim (Mountain of Life),” and shall be referred to herein as the “Temple.”
2. Purpose. The purpose of the Temple shall be to maintain a congregation to perpetuate Judaism, to serve the Jewish people by providing a place where they may worship and where the teachings of Judaism may be made known, to promote Judaism in all aspects of life by means of public and private worship, by religious education, and through social welfare activities. The Larchmont Temple Covenant of Congregational Life shall guide the activities of the Temple.
3. Affiliation. The Temple shall follow the forms, practices and usages of Reform Judaism and shall affiliate itself with the Union of American Hebrew Congregations.
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ARTICLE II—MEMBERSHIP, VOTING AND CONTRIBUTIONS
1. Membership. Individual membership in Larchmont Temple shall be open to any Jewish adult (a person 18 years of age or older). Family membership shall be open to one or two adults living together, at least one of whom is Jewish, together with their dependent children (unmarried children under 21 years of age or over 21 years of age in full time attendance at school or in the armed forces).
(a) If a non-Jewish member is part of a family membership, death, divorce or other termination of the family relationship will not result in termination of the non-Jewish member’s right to remain a member of the Temple.
(b) The Board of Trustees of the Temple may establish special membership classifications from time to time.
2. Voting. At any meeting of the membership of the Temple, each adult member shall have one vote. Dependent children, as defined in paragraph 1 above, shall not be entitled to vote.
3. Dues and Other Payments. The Board of Trustees shall determine the dues, assessments and other fees which shall be payable by the members. The President or his or her designee, acting on behalf of the Board of Trustees may waive, extend or modify any financial obligation due from a member.
4. Collection of Payments. The Temple shall have the right to terminate the membership of any member who is in arrears for any dues, assessments or other fees or pledges for a period of six months from the due date of such payment upon notification from the President or Vice President-Finance and to take such additional steps as it deems appropriate to collect such payments to the fullest extent permitted under applicable law.
5. Qualification for Office. Any adult Jewish member may be elected to serve as an officer or a trustee of the Temple.
6. Rules and Regulations. Rights, privileges and obligations of members of the Temple are subject to the rules and regulations established by the Board of Trustees from time to time.
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ARTICLE III‑BOARD OF TRUSTEES
1. Management by the Board of Trustees. The Temple shall be managed by its Board of Trustees which shall conduct the business, govern the affairs, funds, records, and property of the Temple. The Board of Trustees shall consist of 25 persons as follows:
(a) seven officers of the Temple (President, Executive Vice President, First Vice President, Second Vice President, Vice President-Finance, Treasurer, and Administrative Secretary) elected by the members of the Congregation (collectively, the “Congregation”) at its Annual Meeting for a term as referenced in Article IV, below. In addition, the immediate past president of the Temple shall serve in an honorary capacity, ex officio, but shall not vote.
(b) thirteen trustees elected by the Congregation at its Annual Meeting, each for a term of three years, and
(c) the President of Brotherhood, President of Women of Reform Judaism, Chairperson of the School Board, Chairperson of the Youth Board, and Chairperson of the Nursery School Board, each elected by his or her respective board for a term of one year. In the event any office mentioned in this sub-paragraph shall be held by two or more persons concurrently, each office shall be permitted one vote and shall count for one position for the purpose of quorum at any meeting of the Board of Trustees.
2. Term Limits. Non-officer trustees shall not serve for more than six consecutive years. This provision, however, shall not operate to prevent continued service as a trustee based upon election as an officer or as one of the trustees elected pursuant to paragraph 1 (c) of this Article.
3. Meetings of the Board of Trustees. Unless it otherwise determines, the Board of Trustees shall hold regular meetings at least once a month except during July and August. The President, upon his or her initiative, may, or at the request of five or more trustees shall, call a Special Meeting of the Board of Trustees upon five days written notice to the trustees. Notice of a Special Meeting shall include the time, place and purpose thereof.
4. Quorum; Action by the Board of Trustees. A majority of the entire Board of Trustees must be present to constitute a quorum at any meeting of the Board of Trustees. The Board of Trustees may take action by a vote of a majority of trustees present at such a meeting. Presence at any such meeting shall include presence by telephone or video conference or any similar communicating device.
5. Removal of Trustees. Trustees may be removed from the Board of Trustees solely for cause by:
(a) A vote of two-thirds of the members present at any meeting of the membership, provided a quorum is present at such meeting, or
(b) A vote of two-thirds of the trustees present at any meeting of the Board of Trustees, provided a quorum is present at such meeting.
(c) Notwithstanding (a) and (b), above, trustees elected pursuant to paragraph 1(c) of this Article, may be removed for cause only by a vote of two-thirds of the members of the board which elected such trustee.
6. Filling of Vacancies. Vacancies on the Board of Trustees, including officer positions, may be filled by a vote of a majority of the trustees then in office, except vacancies created by trustees elected pursuant to paragraph 1(c) of this Article may be filled only by a vote of the majority of the members of the board which elected such trustee.
7. Indemnification of Officers and Trustees. The Temple shall indemnify any person made, or threatened to be made a party to any legal action or proceeding based on the fact that he or she is or was a trustee or officer of the Temple, to the fullest extent permitted by the Not-for-Profit Corporation Law of the State of New York (“NPCL”) or any successor provision of law, provided that such person acted in good faith and absent malicious intent. The Temple shall advance to such trustee or officer, to the fullest extent permitted by the NPCL, expenses and reasonable attorneys’ fees incurred in defending any such action or proceeding. Such person shall provide to the Temple an undertaking to repay such amount in the event that person is ultimately found, under the procedures set forth in the NPCL, not to be entitled to indemnification, or to the extent the expenses advanced exceed the indemnification to which such person is entitled. Such right to indemnification and advancement of expenses shall continue regarding a person who has ceased to be a trustee or officer of the Temple and shall inure to the benefit of the heirs, executors and administrators of such a person.
8. Fidelity Bond; Directors and Officers Liability Insurance. The Temple shall use its best efforts to obtain and maintain a Fidelity Bond and a Directors and Officers Liability Insurance policy.
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ARTICLE IV—OFFICERS
1. Officers. There shall be seven officers of the Temple: President, Executive Vice President, First Vice President, Second Vice President, Vice President-Finance, Treasurer, and Administrative Secretary. In addition, the immediate past president of the Temple shall serve in an honorary capacity, ex officio, but shall not vote.
(a) All of the officers of the Temple shall be elected at the Annual Meeting.
(b) The President and Vice President-Finance shall be elected for an initial term of two years and the other officers for an initial term of one year.
(c) A renewal term for any officer shall be one year.
(d) All terms shall commence July 1 following the Annual Meeting of the Congregation and expire upon election and qualification of the successor.
(e) No officer shall serve in the same office for more than three consecutive years.
2. President. The President shall be chief executive officer of the Temple, shall preside at all meetings of the Board of Trustees and of the Congregation, shall decide all questions of order, appoint all committees of the Temple and their Chairpersons (except the Nominating Committee), shall be an ex officio member of all committees (except the Nominating Committee), shall designate the duties to be performed by the Executive Vice President and the First and Second Vice Presidents, and shall make and deliver an annual report of the state of the Temple.
3. Executive Vice President. The Executive Vice President shall assume all of the President’s duties, responsibilities and powers if the President is absent or unable to perform the functions of the office or if such office is otherwise vacant.
4. Vice President-Finance. The Vice President-Finance shall be the chief financial officer of the Temple, shall be a trustee of the Temple Endowment Trust Fund, shall be responsible for the coordination of long term and annual financial planning and budgets and financial records of the Temple, shall submit an annual report to the Board of Trustees and the Congregation regarding the financial status of the Temple, and shall perform such other duties as the Board of Trustees or President may require.
5. Treasurer. The Treasurer shall be responsible for the establishment and maintenance of the books of account of the Temple as well as the preparation and submission of required financial statements and reports to the Temple and to regulatory and other organizations, shall prepare timely reports comparing actual and budgeted expenditures, and shall perform such other duties as the Board of Trustees or President may require.
6. Administrative Secretary. The Administrative Secretary shall take minutes of all meetings of the Congregation and of the meetings of the Executive Committee and the Board of Trustees, shall be custodian of the Temple’s seal, and shall perform such duties as the Board of Trustees or President may require.
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ARTICLE V--MEETINGS OF THE CONGREGATION
1. Annual Meeting. The Annual Meeting of the Congregation shall be held no earlier than May 15 nor later than June 30 of each year on no less than 30 nor more than 50 days prior written notice provided to the membership by first class mail. At this meeting, an annual report, including a budget for the coming fiscal year, shall be presented to the Temple and election of officers and trustees shall be held.
2. Special Meetings of the Congregation. Special meetings of the Congregation shall be held at the call of the President, at the written petition signed by 10 trustees of the Board of Trustees, or at the written petition signed by 100 members of the Congregation eligible to vote. Notice of a Special Meeting shall be mailed to the Congregation at least ten days prior to the meeting and shall state the time, place and purpose of the meeting.
3. Quorum and Voting. A quorum at the Annual Meeting or at a Special Meeting of the Congregation shall consist of the lesser of 100 voting members or one-tenth of the total number of voting members of the Temple. Provided that a quorum is present, any action may be taken by the membership by a majority vote. In the event of a vote for officers or trustees, a plurality shall determine election of any such officer or trustee.
4. No Proxies. Only members who are physically present at a meeting will be entitled to vote, except as otherwise required by law.
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ARTICLE VI--NOMINATIONS
1. Composition of the Nominating Committee. A Nominating Committee (the “Committee”) of seven members shall be selected prior to January 30 each year for the purpose of nominating candidates for the trustees and officers to be elected at the forthcoming Annual Meeting of the Congregation. Selection of members and alternates shall be made as follows.
(a) At the Annual Meeting the membership shall select two such members and a first alternate. The two individuals receiving the highest vote totals shall be members and the third highest shall be the first alternate.
(b) No later than January 10 of each year, the following boards of the membership of the Temple shall select one member to represent each such board and shall submit the name of such member to the President:
(i) Brotherhood,
(ii) Women of Reform Judaism, and
(iii) School Board.
(c) The Board of Trustees shall select two members and a second alternate from its membership. One of the two members selected shall be designated temporary Chairperson. Any member not duly selected pursuant to paragraph 1(b) above shall also be selected by the Board of Trustees.
(d) The first alternate (see paragraph 1a, above) and second alternate (see paragraph 1c, above) shall attend all meetings of the Committee and shall not vote. If, however, a member of the Committee is absent or otherwise unable to fulfill his or her duties, the first alternate member shall be entitled to vote in his or her place. If two or more members are absent or otherwise unable to fulfill their duties, both the first and second alternate members shall be entitled to vote in their place.
(e) No more than three members of the Committee shall be trustees or officers of the Temple.
(f) No two members of the same household may be on the Committee at the same time.
(g) No person may serve on the Committee for more than two years in succession.
2. Open Meeting. By March 1 of each year, the Committee shall hold at least one meeting at which the Congregation shall be invited to appear and comment. Notice of the time and place of such meeting shall be mailed to the Congregation not less than ten days prior to the time fixed for the meeting.
3. Filing of the Names of Nominees. Not later than March 31 of each year, the Chairperson shall file with the Administrative Secretary of the Temple the names of the nominees. No member of the Committee shall be nominated for an office or as a trustee. The list of nominations shall be mailed to the members, together with the notice of the Annual Meeting and a copy of this Article. Additional nominations may be made by a petition signed by not less than 100 members entitled to vote. Such a petition must be filed with the Administrative Secretary not later than 15 days prior to the Annual Meeting. If additional nominations are made in this manner, a complete list of all nominees shall be mailed to the members.
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ARTICLE VII—THE CLERGY
1. Selection of Clergy. The Rabbi, the Cantor and other clergy shall be selected in the manner described in this paragraph. A special committee, appointed by the President with the approval of the Board of Trustees, shall conduct a search and recommend a candidate to be selected. Provided that the Board of Trustees approves such recommendation, it shall be submitted to the membership for vote at the Annual Meeting or at a Special Meeting of the Congregation. Each time the term of the contract of the Rabbi, the Cantor or other clergy becomes eligible for renewal, provided the Board of Trustees approves such renewal, the decision to renew such term shall be submitted to the membership for vote at the Annual Meeting or at a Special Meeting of the Congregation.
2. Duties of Clergy. The Rabbi, the Cantor and other clergy shall perform all duties incumbent upon them in accordance with their positions. They are all honorary members of the Congregation and honorary members of the Board of Trustees.
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ARTICLE VIII--COMMITTEES
1. Executive Committee. There shall be an Executive Committee, composed of the President, the Executive Vice President, the First Vice President, the Second Vice President, the Vice President-Finance, the Administrative Secretary and the immediate past president of the Temple who shall serve in an honorary capacity, ex officio, but shall not vote. Minutes of the meetings of the Executive Committee shall be kept by the Administrative Secretary and furnished to the Board of Trustees at the meeting of the Board of Trustees immediately following the meeting of the Executive Committee.
2. Standing Committees. There shall be Standing Committees as designated by and subject to the authority of the Board of Trustees. With the exception of the Nominating Committee, the chairperson and members of each such committee shall be appointed by the President.
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ARTICLE IX--STANDING BOARDS
1. Standing Boards. The Standing Boards of the Congregation shall all perform their functions subject to the authority of the Board of Trustees and are as follows.
(a) The Religious School Board which shall direct the Religious School.
(b) The Youth Board which shall direct the youth activities.
(c) The Nursery School Board which shall direct the Nursery School.
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ARTICLE X—AMENDMENTS
1. Proposal of an Amendment. Any amendment to these By-laws must be proposed by the Board of Trustees, or by a written petition signed by at least 100 adult members of the Congregation, and filed with the Administrative Secretary of the Board of Trustees. A copy of such proposed amendment must be mailed to all members at least 10 days prior to the Annual or Special Meeting, with notice that the proposed amendment will be voted upon at that meeting. An affirmative vote of two-thirds of the members present, provided a quorum is present, shall be necessary to adopt any amendment.
2. Effectiveness of an Amendment. Any amendment shall be effective at once. An amendment affecting an officer or a trustee shall not apply to persons in office at the time of such amendment, or to a person who has been elected but not yet installed, or who has been nominated but not yet elected. In the event any amendment establishes a new office, then notwithstanding anything otherwise stated in this paragraph, the position shall be filled at the next Annual Meeting of the Congregation.
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ARTICLE XI--RULES OF PROCEDURE
1. Rules. The rules of procedure governing meetings of the Board of Trustees and the Congregation shall be Roberts Rules of Order.
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ARTICLE XII—OPERATION OF THE TEMPLE
1. Fiscal Year. The fiscal year of the Temple shall be from July 1 to June 30, or as otherwise
determined by the Board of Trustees.
2. Qualification for Tax Exempt Status. The Temple shall operate in such a manner as shall enable it to maintain its status as a religious, educational and charitable organization, qualified under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, or any successor provision of law.
COVENANT OF CONGREGATIONAL LIFE
Adopted at the 1998 Annual Meeting of the Congregation
The World rests on three pillars:
On Torah — Study
Avodah — Worship
on Gemilut Hasadim — Deeds of Loving-Kindness
Torah
