Congregation Beth Elohim Brooklyn, NY - By-laws as of December 2008

SECTION 1. Name. This corporation, organized September 29, 1861, and incorporated under the General Laws of the State of New York, shall be known as Congregation Beth Elohim of Brooklyn, New York.

SECTION 2. Purpose. The purpose of this Congregation -- Beth Elohim, the House of God -- shall be to promote the enduring and fundamental principles of Judaism; to ensure the continuity of the Jewish people; to support the well being of the people of the State of Israel; to enable members to develop a relationship to the God of Israel through worship, study, assembly and good deeds; and to apply the principles of Reform Judaism to the values and conduct of the individual and communal life of its members.

SECTION 1. Eligibility for Membership. (a) Any person of the Jewish faith desirous of affiliating with a Reform Jewish congregation shall be eligible for election as a member of the Congregation. A person is of the Jewish faith if he or she (i) was born of a Jewish mother or father or has become a Jew by choice according to the teaching and tenets of Reform, Conservative, Reconstructionist or Orthodox Jewish traditions, and (ii) is not an adherent of another religious faith or sect.

(b) Any person not of the Jewish faith who resides in a household with at least one member of the Congregation of the Jewish faith and who wishes to participate in the communal life of the Congregation shall be eligible for election as a member of the Congregation; provided, however, that such member shall not be eligible to serve as a Trustee, an officer or a member of such committees dealing with religious practice and Jewish education as the Board of Trustees may prescribe, any provision herein to the contrary notwithstanding.

SECTION 2. Application for Membership. (a) Application for membership shall be in writing on forms prepared by the Congregation for such purpose. Election to membership shall be by majority vote of the members of the Board of Trustees present at a duly constituted meeting.

(b) No application for membership in the Congregation shall be accepted unless it is accompanied by payment of such portion of the annual dues as the Board of Trustees may from time to time determine.

(b) the family unit, consisting of (i) two adults residing in a single household and all dependents, if any, residing in that household, or (ii) a single adult individual with one or more dependents residing in a single household.

SECTION 4. Privileges of Membership. (a) Each individual adult member and, in a family unit each of two adults admitted jointly to membership, shall individually be entitled to vote at meetings of members of the Congregation and, except as otherwise herein provided, shall be eligible for election as a Trustee or officer, if at least 18 years of age and in good standing.

(b) Each family membership unit shall be allotted two seats and each individual membership unit one seat for use during the High Holy Days Services. Members may purchase additional seats when available, subject to such rules, conditions and fees as may be prescribed by the Board of Trustees.

SECTION 5. Dues. (a) Dues, seat charges and other charges and fees shall be classified and fixed by the Board of Trustees. Except as provided in Section 2 (b) hereof, annual dues shall be paid at such time or times as the Board of Trustees may from time to time determine.

(b) A member who fails to pay dues or any installment thereof or any other charge or fee for six months after the same shall be payable shall not be in good standing, and such failure shall be cause for suspension from, or termination of, membership by the Board of Trustees. Reinstatement after said suspension or termination shall be only by action of the Board of Trustees.

(c) Any member who resigns or whose membership is suspended or terminated shall be responsible for unpaid financial obligations arising prior to the effective date of the resignation, suspension or termination.

(d) The Board of Trustees shall have the power to vary any of the foregoing provisions regarding the payment of dues in exceptional cases, and to authorize the President to exercise such power subject to such limitations as may be imposed thereon by the Board.

SECTION 6. Meetings of Members.

(a) The annual meeting of the Congregation shall be held during either in the month of April or May on such date as may be fixed by the Board of Trustees, upon not less than ten days notice given by mail in addition to any other notice required by law.

(b) Special meetings of the Congregation may be called by the Board of Trustees or upon the written request of at least fifty members entitled to vote at meetings of the Congregation. In either event, not less than five days written notice of such meetings shall be given in addition to any other notice required by law. The notice of a special meeting shall specify the purpose thereof and any only such business shall be transacted thereat.

(c) The order of business at all meetings of the Congregation shall be determined by the presiding officer except as the membership present at the meeting shall otherwise direct.

(d) At all meetings, a quorum shall be established by the presence in person or, to the extent permitted by law, by proxy, of the lesser of (i) thirty members entitled to vote or (ii) such number of members entitled to vote which equals one-tenth of the number of membership units of the Congregation on the date of the meeting. If a quorum is not present at any meeting, then the presiding officer shall have the right to adjourn the meeting to a later hour on the same date, without notice other than announcement at the adjourned meeting, or to a subsequent date, notice of which shall be mailed not less than seven days before such date and otherwise in accordance with the provisions hereof.

(e) At all meetings, the vote of a majority of the members present as aforesaid and voting shall control, except as may otherwise be required by applicable law.

ARTICLE III
TRUSTEES

SECTION 1. Number of Trustees. The administration of the Congregation shall be vested in a Board of thirty-six Trustees elected as hereinafter provided. Nothing in this article shall preclude any Trustees previously elected from completing the term for which they were elected.

SECTION 2. Election of Trustees. (a) The Trustees shall be divided into three equal classes of twelve, whose term of office shall be for three years. One class shall be elected at each annual meeting of the Congregation, such that after the effective date of these amendments the number of trustees will decrease from sixty to thirty-six over a period of three years.

SECTION 3. Eligibility for Office. Any member in good standing and of the Jewish faith shall be eligible to hold the office of Trustee.

(b) A member shall not be eligible to serve more than two consecutive three-year terms of office as a Trustee, provided that such two consecutive terms may be preceded, but not followed, by the filling of a vacant Trustee position, and further provided that such limitation shall not apply to members nominated to the Executive Committee.

SECTION 4. Honorary Trustees. The Board of Trustees may elect as Honorary Trustee any Trustee who has served as such for three successive terms. Honorary Trustees shall have all the privileges of a Trustee, except the right to vote.

SECTION 5. Meetings of Trustees and Quorum. The Board of Trustees shall meet at least once in each month, except as the Board of Trustees may from time to time otherwise determine. A majority of the Board of Trustees shall constitute a quorum. At all meetings, the vote of a majority of the Trustees present and voting shall control, except as may otherwise be expressly provided herein or required by applicable law. The Board of Trustees shall cause a correct record of its proceedings to be kept.

SECTION 6. Absences. The office of any Trustee who shall absent himself or herself from three consecutive meetings, may, unless satisfactory excuses be given, be declared vacant by the Board of Trustees.

SECTION 7. Vacancies. A vacancy in any office or on the Board of Trustees occurring for any reason may be filled by the Board of Trustees at any regular or special meeting of the Board. The term of such officer or Trustee shall expire at the following annual election when the vacancy shall be filled in the manner provided herein.

SECTION 8. Powers and Authority of Trustees. The policies of the Congregation shall be established, its business and affairs shall be administered and its property and revenues shall be in custody of and controlled by the Board of Trustees, as herein constituted, in accordance with and subject to the provisions hereof and applicable law. In addition, and without limiting the foregoing:

(a) The Board of Trustees shall have the power to hire all employees; to establish the contractual term of employment, which shall not exceed three years except as may otherwise be expressly provided herein; to determine, compensation, benefits (if any) and all other terms and conditions of employment; to discipline, suspend or discharge employees; and to delegate any of the aforesaid powers to such person or persons designated by the Board of Trustees, all subject to applicable law.

(b) The Board of Trustees may establish such auxiliary or subsidiary organizations with such functions, obligations, powers and privileges as the Board of Trustees may determine, and may also, at any time in its discretion, terminate the existence thereof.

(c) The Board of Trustees may, by resolution, admit to its meetings such number of representatives of other organizations affiliated with this Congregation as it may determine.

(d) The Board of Trustees shall prescribe the terms and conditions for the use of the Synagogue or its facilities and all charges therefor.

(e) The Board of Trustees may, from time to time, by resolution, designate the officers of the Congregation, or such other persons who shall be authorized to sign checks, notes, drafts, or other orders for the payment of money, and all such checks, notes, drafts or orders for the payment of money shall be signed in the name of the Congregation by at least two persons so designated.

ARTICLE IV

SECTION 1. Election and Appointment of Officers. (a) After the election of Trustees at the annual meeting, the members shall elect, from among the members of the Board of Trustees, a President, one or more Vice Presidents not to exceed four, a Treasurer and a Secretary.

(b) The Board of Trustees may at any time appoint from among the Trustees, one or more Assistant Secretaries or Assistant Treasurers, to act during the incapacity or absence of the Secretary or Treasurer, as the case may be.

SECTION 2. Term of Office. Officers shall be elected for a term of one year and shall serve until their respective successors shall be chosen. No member may be elected to the same office for more than five consecutive terms.

SECTION 4. Vice Presidents. The Vice-Presidents, in the order of their seniority of service as Vice Presidents or in such order as the Board of Trustees may, from time to time, prescribe, shall perform the duties of the President in the case of the President's death, resignation, absence or inability to act as the President, until action by the Board of Trustees. The Vice-Presidents shall perform such duties as shall from time to time be assigned to them by the Board of Trustees or the President.

SECTION 5. Treasurer. The Treasurer shall act as the Congregation's representative for the receipt of all moneys and funds and shall keep a correct account of all receipts and disbursements. The Treasurer's books shall at all time be subject to inspection and examination by the Board of Trustees and the Finance Committee. The Treasurer may be required by the Board of Trustees, before entering upon the discharge of his or her duties, to give the Congregation a surety company bond for the faithful discharge of the Treasurer's duties and for the safekeeping of all funds, the form and sufficiency of the bond to be approved by the Board of Trustees but the cost thereof to be paid by the Congregation. The Treasurer shall make a monthly report to the Board of Trustees and shall report at the annual meeting of the members, the receipts, and expenditures, and the Treasurer shall deliver to his or her successor in office all monies, books and papers and other properties of the Congregation. The Treasurer shall perform such duties as shall from time to time, be assigned to the Treasurer by the Board of Trustees or the President.

SECTION 6. Secretary. The Secretary shall attend all meetings of the Congregation, the Board of Trustees and the Executive Committee and keep a correct record of the proceedings. The Secretary shall have custody of the official seal and attest all documents, deeds and other instruments to which the President or Vice-President is required to affix his or her signature. The Secretary shall carry on all the correspondence of the Congregation and of the Board of Trustees and issue such notices to the members as may be authorized by the Board of Trustees. The Secretary shall deliver to his or her successor in office all books, papers and property pertaining to this office. The Secretary shall perform such duties as shall from time to time be assigned to the Secretary by the Board of Trustees or the President.

SECTION 1. Offices. (a) There shall be a Rabbi, who shall be the spiritual and religious leader of the Congregation and shall perform all services in fulfillment of that responsibility. There may be one or more Assistant or Associate Rabbis, and a Cantor who shall exercise all duties under the supervision of the Rabbi. A retired Rabbi of the Congregation may be designated Rabbi Emeritus by the Board of Trustees. The Clergy shall discharge their duties in consonance with the traditions of the Congregation and these By-Laws. The Clergy shall at all times enjoy the freedom of the pulpit. The Clergy shall seek the advice and guidance of the Board of Trustees and of the Congregation's committees established to deal with spiritual and ritual matters in the performance of their services. The Rabbi shall have the right to attend all meetings of the Board of Trustees and all meetings of the Congregation, except when requested by the President for a special reason, to be absent. The Rabbi shall be an ex-officio member of all committees of the Congregation.

SECTION 2. Appointment. (a) The contractual term of appointment of the Clergy shall not exceed three years, except that the term of further employment of a Rabbi or Cantor who has served the Congregation for fifteen or more years may be for a longer period, subject to approval of the members at a membership meeting.

(b) The appointment, removal and compensation of the Rabbi shall be determined by the members at a meeting of the members of the Congregation. The appointment, tenure, removal, compensation, benefits, duties and other rights and obligations of the Clergy other than the Rabbi shall be made by the Board of Trustees, except as otherwise provided by applicable law.

SECTION 1. Offices. There may be a full-time or part-time Executive Director/Administrator, Cantorial Soloist, Musical Director and such other full-time or part-time staff, in the areas of educational, social service, ritual and religious service and administrative functions, as may be authorized by the Board of Trustees from time to time.

SECTION 2. Appointment. Subject to the provision hereof and applicable law, all decisions regarding the appointment, tenure, dismissal, compensations, benefits, duties and other rights and obligations of members of the professional staff shall be made by the Board of Trustees. The Clergy shall be consulted with respect to personnel decisions affecting their own responsibilities or major aspects of the functions of the Congregation.

SECTION 3. Executive Director/Administrator. The Executive Director/Administrator shall be the business and administrative manager of the Congregation, under the direction of the Board of Trustees and, in conjunction with other professional staff officials authorized by the Board, shall control, supervise, direct and coordinate the business and administration of all of the activities and departments of the Congregation including, but not limited to, matters of membership, finances, procurement of goods and services, records and reports, meetings, committee functions and the secular aspects of religious services, educational functions and other Congregation events.

SECTION 4. Books and Records. All of the books and records of the Congregation shall at all times be open to the inspection of any Trustee during the Congregation's customary business hours.

SECTION 1. Creation, Authority and Duties. (a) The Board of Trustees shall have the right to create committees from time to time, to establish their rules of procedure and, except for Standing Committees, the Executive Committee and the Committee on Nominations to terminate committees, subject to the limitations contained herein and by applicable law.

(b) A committee shall consist of no less than three members, including the chair, unless otherwise herein specified. The chair of a committee and all committee members shall be members of the Congregation in good standing except as otherwise herein provided or as otherwise prescribed by the Board of Trustees. The chairs of the committees shall be appointed by the President of the Congregation, subject to the approval of the Board of Trustees. The members of each committee shall be appointed by the committee chair, subject to the approval of the President.

(c) Committees shall be responsible for advising and making recommendations to the Board of Trustees with respect to and assisting the Board of Trustees in carrying out the policies and functions of the Congregation in connection with the matters which they are assigned. No committee shall bind the Congregation or express any public position without the prior approval of the Board of Trustees. Each committee shall keep written minutes of its meetings and submit a copy of each set of minutes to the Administrator promptly after each meeting. The chair of each committee shall report periodically to the Board of Trustees concerning the work of the committee and submit a written year-end summary of the committee's activities.

(a) The Budget/Finance Committee, which shall consist of five or more members. It shall annually prepare and submit to the Board of Trustees a proposed budget for the ensuing fiscal year. It shall cause all books and records of account of the Congregation to be examined by a certified public accountant at least annually.

(b) The Ritual Committee, which shall consist of the Rabbi and all Assistant or Associate Rabbis, and five or more members. It shall consider and report to the Board of Trustees any proposed change in the ritual or mode of worship it may deem proper. The Cantor, Cantorial Soloist, Music Director and choir shall be under the supervision of this committee.

(c) The Religious School Committee shall consist of not fewer than five members and the Rabbi and the Principal of the Religious School. The committee shall make rules and regulations for the conduct of the Religious School of the Congregation, subject to approval of the Board of Trustees.

(d) The House Committee which, subject to the approval of the Board of Trustees, shall attend to all necessary maintenance and repairs of the property of the Congregation and have general supervision thereof.

(e) The Cemetery Committee shall have charge of all matters pertaining to cemetery grounds, subject to the approval of the Board of Trustees.

(f) The Membership Committee shall have charge of obtaining new members. It shall consider the qualifications and eligibility of applicants for membership and report its recommendations to the Board of Trustees. It shall make recommendations to the Board of Trustees with respect to the acceptance of resignations.

(g) The Coordinating Committee shall consist of a chair and the president of each affiliated group, and the chairs of all Standing Committees. It shall be the duty of this committee to keep informed as to the plans and activities of the various affiliated societies and various Standing Committees and other committees and to coordinate such activities in order to avoid conflicts and in order to achieve the maximum benefit to the Congregation.

SECTION 3. The Executive Committee. The Executive Committee shall consist of the officers of the Congregation and such other members of the Board of Trustees as the President may from time to time designate. The President shall be chair of the Executive Committee. The Executive Committee may from time to time have and exercise such powers as the Board of Trustees may delegate.

SECTION 4. Committee on Nominations. (a) The Board of Trustees shall, prior to February 1st in each year, appoint a Committee on Nominations, consisting of not fewer than seven members of the Congregation. At least three members of said Committee shall not be members of the Board of Trustees of the Board of Trustees.

(b) It shall be the duty of the Committee to nominate candidates for Trustees and officers to be elected at the next annual meeting of the Congregation. No person shall be eligible for nomination or election unless such person be a member of the Congregation in good standing.

(c) The Committee shall notify the President or Secretary of the Congregation, in writing prior to March 1st of each current year, of the names of all such candidates so nominated, and the President or Secretary shall cause prompt written notice of such nominations to be given to all members of the Congregation.

(d) Nominations for Trustees and officers may also be made, in writing, endorsed with the names of not fewer than fifty persons entitled to vote at meetings of the Congregation, if filed with the President or Secretary within fifteen days after the mailing to the membership of the nominations of the Nominating Committee. The President or Secretary shall cause due written notice of any such independent nominations to be given to all members of the Congregation.

Any person, his or her heirs, executors and administrators, may be indemnified or reimbursed by the Congregation for reasonable expenses (including reasonable attorneys' fees) actually incurred in connection with any action, suit or proceeding, civil or criminal, to which he or she shall be made a party by reason of his or her being or having been a Trustee (or an Associate- Trustee when such office existed), officer or employee of the Congregation; provided, however, that no person shall be so indemnified or reimbursed to any extent to which indemnification is prohibited by applicable law. The foregoing right of indemnification or reimbursements shall not be exclusive of other rights to which such person, his or her heirs, executors or administrators, may be entitled as a matter of law.

SECTION 1. Prevailing Law. In any event not covered by these By-laws or any conflict between the provisions of the By-laws and the laws of the State of New York governing religious corporations, the provisions of said laws shall be controlling.

SECTION 2. Fiscal Year. The fiscal year of the Congregation shall commence on July 1st of each year.

SECTION 3. Friends of the Congregation. Persons who have resigned their membership because they no longer reside in the vicinity of the Congregation are eligible, upon approval of the Board of Trustees, to become Friends of the Congregation. Upon payment of an annual fee in an amount to be fixed by the Board of Trustees, Friends of the Congregation shall be entitled to (a) receive all literature distributed by the Congregation; (b) serve, in an advisory capacity, on any committee to which they may be appointed; and (c) hold the office of Honorary Trustee, if elected as such, but shall have no other rights and privileges whatsoever.

SECTION 1. These By-laws may be adopted or amended by a two-thirds vote of those members present and entitled to vote at meetings of the Congregation, after written notice, embodying such By-laws or amendments, has been openly given at a previous meeting and also in the notice of the meeting at which such proposed By-laws or amendments are to be acted upon.

Upon the dissolution of Congregation Beth Elohim, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.