TEMPLE BETH ISRAEL of WALTHAM

BY-LAWS OF TEMPLE BETH ISRAEL of WALTHAM formerly BETH ISRAEL COMMUNITY CENTER

Preamble

For improving the intellectual, moral, and religious conditions of the people of the Jewish faith; and for the advancement of the outlook of Judaism; and for fostering and developing the highest ideals of American citizenship; and for establishing and maintaining permanent places for these purposes in the City of Waltham,

the officers and members of the Temple, originally known as the Young Men’s Hebrew Association of Waltham, duly organized and established as a religious and charitable corporation on December 31, 1914, under a charter granted by the Commonwealth of Massachusetts, and since January 21, 1952 known as the Beth Israel Community Center, and since changed to Temple Beth Israel, do hereby adopt the following By-Laws for the proper government of the said corporation:

Article I. Organization

Section 1 This Temple shall be known as Temple Beth Israel of Waltham, Massachusetts.

Section 2 This Temple shall maintain a suitable place for Jewish worship and a burial place for Jewish persons.

Temple Beth Israel By-Laws 6/14/06 1 Article II. Membership

Section 1 Only persons Jewish by virtue of birth and/or conversion to the Jewish faith are eligible for membership in the Temple. Application for membership shall be made in writing to the Board of Directors.

Section 2 Upon payment of membership dues, all persons shall thereupon become members in good standing subject to the requirement of Article II Section 1; and all members’ children under the age of 21 shall be entitled to the use of the facilities and of the Temple within the rules provided by the Board of Directors.

Section 3 The Board of Directors may establish such additional categories of membership as they deem necessary, subject to the conditions of Article II, Section I.

Section 4 Rates of membership dues shall be determined by the Board of Directors.

The Board of Directors may set a discounted rate for former members in good standing and members of their immediate families who no longer live in the greater Waltham area, but wish to maintain an affiliation with the Temple.

Section 5 The rights and privileges of members in good standing shall be as follows:

a. To participate in all business of the Temple, and to vote upon the election of the Officers and Board of Directors, and upon all matters that lawfully come before such meetings. b. To hold elective or appointive office in the Temple. c. To rent seats for the High Holy Days at special member rates as determined by the Board of Directors. d. To use the facilities of the Temple at special members’ rates as provided by the Board of Directors. e. To purchase burial lots in the Beth Israel Memorial Park.

Section 6 Members in arrears as of March 1 will be notified by the Membership Secretary, which notice shall be accompanied by a copy of Article II, Section 6.

Any member whose financial obligations to the Temple are in arrears as of May 1 shall be automatically deprived of the Rights and Privileges of Membership as enumerated in Section 5 of this Article until payment in full is received, unless an adequate reason is accepted by the Membership Secretary and/or Rabbi.

Temple Beth Israel By-Laws 6/14/06 2 Article Ill. Officers

Section 1 The elected officers of this Temple shall consist of the President, Vice President, Treasurer, Membership Secretary, and Recording Secretary.

The President and Vice President shall not be members of the same immediate family or share a household.

Section 2 The Board of Directors shall consist of the officers of the Temple, the immediate past Temple President, the chairs of all standing committees and the President of the Sisterhood.

Section 3 The President shall:

a. Preside over all general and Board of Directors’ meetings of the Temple. b. Decide all questions of order. c. Call and preside over all special meetings of the Temple or the Board of Directors at his or her discretion, or as provided in subsequent sections. d. Sign all official documents. e. Be ex-officio member of all committees. f. at his or her discretion, Assign all matters coming before the Board of Directors to suitable committees for study and recommendation before coming to the Board for a vote. g. Fix the date for a report by each committee.

Section 4 The President and Treasurer shall have the authority to sign checks on the Temple depository.

No two officers in the same immediate family or sharing a household shall both be eligible to sign checks. If the President and Treasurer are in the same immediate family or share the same household, the President shall absent him or herself of the ability to sign checks.

If any officer with check-signing ability is absent, ill, or ineligible to sign checks, the following shall be the order of eligibility to replace the ineligible officer for check signing purposes: Vice President, Membership Secretary, Recording Secretary.

Section 5 All checks on the Temple depository under $500 shall require one authorized signature; all checks on the Temple depository in the amount of $500 or more, with the exception of scheduled payments of salaries and utilities, shall require two authorized signatures.

Temple Beth Israel By-Laws 6/14/06 3 Section 6 The Vice-President shall a. Preside at all meetings of the Temple in the absence of the President. b. When the office of President becomes vacant because of resignation, removal, or death, the Vice-President shall fill that office and assume its duties until a special election is held as hereinafter provided.

Section 7 The following is the chain of authority of officers: President, Vice President, Treasurer, Membership Secretary, Recording Secretary.

In the absence of the President and/or the Vice President, the highest ranking officer available shall call a meeting of the Board of Directors to elect an acting President, and shall serve as Presiding Officer until the election is completed. Election shall be by secret ballot. The Acting President shall serve as Presiding Officer of the Temple and of the Board of Directors, but only during the absence of both the President and Vice-Presidents.

Section 8 The Recording Secretary shall perform the following duties: a. keep minute books recording the proceedings of all meetings of the Temple, and of the Board of Directors. b. attend to all correspondence, except of a financial nature, and mail notification of all meetings c. when requested, read the minutes of preceding meetings d. arrange to have the minutes printed and bound and kept on permanent file in the Temple office.

Section 9 The Membership Secretary shall perform the following duties: a. Maintain a current membership roster b. Report current membership status, including members in arrears, to the Board of Directors c. Coordinate the mailing of all bills and statements d. Inform current and potential members of the Temple dues structure e. Grant dues waivers and reductions in consultation with the Rabbi on a case-by-case basis f. Contact members in arrears regarding payment of Temple dues g. Interview members in arrears to determine why they did not retain membership in the Temple (and share this with the relevant committees).

Temple Beth Israel By-Laws 6/14/06 4 Section 10 The Treasurer shall perform the following duties: a. Receive and pay out all monies for the Temple, keeping accurate accounts thereof and vouchers therefor. b. Make no payments except for those expenses authorized by the Board of Directors and/or Committee Chairs incurring the expense c. Deposit the funds in the name of the Temple in such banks or trust companies as shall be designated by the Board of Directors. d. Submit at every regular meeting of the Board of Directors a report showing the receipts and disbursements and balance of cash on hand. e. Permit all books and vouchers to be examined at any time by the Executive Committee or a Special Committee appointed by the Executive Committee f. Store all Temple financial records in the Temple office g. Maintain backup copies of all Temple financial records

In the absence or illness of the Treasurer, the Vice President shall perform the duties of the Treasurer.

Section 11 Other duties of the Officers of the Temple shall be as generally prevailing in such offices.

Section 12 Any officer or member of the Board of Directors, may be removed for cause by a two-thirds vote of the Board of Directors.

Article IV. Meetings

Section 1 There shall be at least one business meeting of the Temple each year.

Section 2 Regular meetings of the Board of Directors shall be held at least four times each year.

Section 3 Newly elected officers shall assume their roles fourteen days after the meeting at which they are elected.

Section 4 The Recording Secretary shall give at least ten days written notice of all regular meetings of the Temple or the Board of Directors. The Recording Secretary shall give notice as needed of all special meetings of the Temple or the Board of Directors.

Temple Beth Israel By-Laws 6/14/06 5 Section 5 a. Special meetings of the Temple or the Board of Directors may be called by the President at his or her discretion.

b. Special meetings of the Board of Directors shall be called by the Recording Secretary upon written request by any five members of the Board of Directors, whose request shall state in detail the purposes of the proposed meeting.

c. Special meetings of the Temple shall be called by the Recording Secretary upon written request by any ten members of the Temple, whose request shall state in detail the purposes of the proposed meeting.

d. All notices of special meetings of the Temple or Board of Directors shall state the purposes of the meeting, and, except as hereinafter provided, no business shall be transacted at such meeting other than that for which the meeting was called.

Section 6 Twenty members shall constitute a quorum at a meeting of the General membership of the Temple.

75% of the members on the Board of Directors must be in attendance to constitute a quorum at a meeting of the Board of Directors.

Article V Elections

Section 1 Nominating Committee

By March of each election year, the President shall appoint a Nominating Committee of five members, at least two of whom shall not be officers or members of the Board of Directors. This committee shall nominate members in good standing as candidates for officers of the Temple.

a. The President or the Chair of the Nominating Committee shall post an announcement in the Temple newsletter to appear in April and May of each election year, announcing the members of the nominating committee, and inviting interested candidates to notify the chair of the Nominating Committee. b. Members of the nominating committee may not seek election or re-election for office during their tenure on the nominating committee.

Temple Beth Israel By-Laws 6/14/06 6 Section 2 The recommendations of the Nominating Committee shall be published in the Temple bulletin prior to the meeting at which the elections will be held.

Members whose names were not on slate presented by the Nominating Committee and who wish to run for office may place themselves on the ballot by contacting the Temple office in writing at least forty-five days prior to the election meeting.

Nominations from the floor may not be made or accepted at the annual election meeting.

Section 3 Members may vote in elections in person at the election meeting; or by casting ballots in writing prior to the meeting.

Section 4 Any member in good standing who will not be present at an election meeting may elect to utilize a “proxy” to vote on his or her behalf. The process for utilizing a proxy vote is as follows: The member must contact the Temple office to request an official ballot. At the member’s direction, the Temple office will either make the ballot available for pick-up during regular Temple business hours or mail the ballot to the member via regular mail, or send the ballot via email. The member will then complete the ballot, and deliver it to any Board member prior to the applicable meeting. The Board member is responsible for ensuring that such ballot is counted in the official vote.

Section 5 The term of office of all officers of the Temple and members of the Board of Directors shall be for a period of two years.

Section 6 Any vacancy caused by the resignation, death, or removal of an elected officer shall be filled by secret ballot election at the next meeting of the Temple.

Article VI. Administration

Section 1 The management and control of the Temple in its activities and in its property shall be vested in the Board of Directors. The Board of Directors shall determine all matters relating to the personnel, finance, and operation of the Temple, and shall adopt and execute all measures which they consider necessary to promote the Temple’s interests.

Section 2 All actions of the Board of Directors concerning the purchase, sale, incumbering, or conveying of real estate shall automatically be referred to the membership of the Temple for ratification. Other actions of the Board shall not require ratification by the membership.

Temple Beth Israel By-Laws 6/14/06 7 Section 3 a. The membership of the Temple shall be promptly notified of all actions completed by the Board concerning the annual budget, the rate of membership dues, fees for rental of seats for the High Holy Days, and concerning the employment, discharge, and tenure of the Rabbi or other clergy.

b. Notification to the membership concerning the matters listed in Section 3a may be made by any suitable method, at the discretion of the President, as for example, by posting in the Temple Building, by mail, by verbal announcement at a meeting of the Temple, or by publication in the official bulletin of the Temple.

Section 4 a. Any completed action of the Board on any of the matters listed in Section 3a may be reversed by the membership in the following manner:

1. Within ten days of notification, as described in Section 3b, a petition for a vote by the Temple may be filed with the Recording Secretary. This petition must be signed by at least ten members in good standing, and must state specifically the matter to be voted upon.

2. Upon receipt of such petition, the President shall call a special meeting of the Temple within thirty days, stating the text of the matter to be voted upon, and stating the Board of Directors’s action on this matter. Except as hereinafter provided, no other matter may be voted upon at such meeting except that for which the meeting was called.

3. At such special meeting, a two-thirds vote of members in attendance shall be necessary to reverse an action of the Board. Only members in attendance at the special meeting may vote on the issue at hand.

Section 5

a. At any meeting of the Temple the membership may, by a majority vote, recommend a course of action to the Board of Directors. However, such recommendation shall not be binding upon the Board, and shall not become valid unless ratified by the Board, or, if the subject falls within the scope of

Temple Beth Israel By-Laws 6/14/06 8 Section 3a, by the procedure described in Section 4 of this Article.

b. No vote may be taken by the membership, except in such an advisory sense, upon any matters which have not been referred to the Board of Directors for decision.

c. Ten members in good standing may, at any time, petition the Board of Directors in writing for action on any subject within the scope of the By-Laws.

Section 6 Any matter recommended to the Board of Directors, as in Section 5, shall be reported by the Board to the membership within sixty days.

Section 7 Meetings of the Board of Directors shall normally be open to attendance by members of the Temple in good standing. Such members shall have the right to speak only when called upon by the presiding officer. If not called upon by the presiding officer, such members may request a vote of the Board for permission to speak. Permission will be granted if a majority of the Board approves this request. Such members may not vote, or be counted in establishing a quorum. The Board may, at any time, by majority vote, close a meeting to such attendance.

Section 8 At any membership, special, or election meeting, the membership of the Temple may, by majority vote, compel the Recording Secretary to make available the minutes of any previous Board of Directors meetings. If the requested minutes are not available at the meeting, the Recording Secretary shall make them available in the Temple office for review within seven days.

Article VII. Committees

Section 1 The Executive Committee shall be composed of the elected officers of the Temple.

Section 2 The President of the Temple shall appoint the chairs of all standing committees. The chairs of all standing committees shall become members of the Board of Directors.

Members of a committee may be appointed by the chair of the committee or the President except as provided in the following sections:

Temple Beth Israel By-Laws 6/14/06 9 Section 3 The following are the Standing Committees of the Temple:

a. Committees Concerned with Temple Administration and Business Affairs i. Cemetery ii. Financial Affairs iii. House iv. Technology

b. Committees Concerned with Temple Activities and Community i. Good Will and Visiting ii. Library iii. Program / Activities iv. Publicity v. Religious

Section 4 The roles of these committees shall be as described below:

a. Committees Concerned with Temple Administration and Business Affairs

1. Cemetery Committee

i. The President shall appoint a Cemetery Committee to coordinate the activities of the cemetery with the Jewish Cemetery Association of Massachusetts, who are currently managing the operations of the Cemetery.

ii. This committee shall consist of the President, Vice President and three members appointed by the President.

iii. This committee shall elect its own chair, secretary, and treasurer.

iv. There shall be an established fund for the perpetual care and upkeep of the Beth Israel Memorial Park.

(a) Monies shall be allocated to the Perpetual Care Trust Fund.

(b) Other cemetery funds shall be kept by the Committee Treasurer in a separate account from all other funds of the Temple.

Temple Beth Israel By-Laws 6/14/06 10 (c) Either the President of the Temple and the Committee Treasurer shall have the authority to sign checks drawn on the Cemetery funds, subject to the same restrictions as in article III Section 4 above.

v. The Secretary/Treasurer, in conjunction with the Jewish Cemetery Association, shall keep records of purchase and ownership of graves, and of burials, and copies of such records shall be kept in a safe deposit vault or other fireproof depository.

The secretary of the cemetery committee shall receive all monies due the Cemetery, mail all bills and statements; keep full records of income and outgo.

2. Financial Affairs Committee

This committee shall be responsible for areas of finance(budgets), overseeing and managing the Temple’s endowment and trust, and fundraising. One person on the Financial Affairs Committee will be responsible for coordinating all Temple fund raising activities, and will work with the Program Committee to implement fund raising programs. The Financial Affairs Committee shall be composed of two sub-committees: the Finance Committee and the Endowment and Trust Committee.

a. Finance Subcommittee

The finance subcommittee shall prepare the annual budget for the fiscal year September 1 to August 31for submission to the Board of Directors at the August meeting. Each item of the budget must be approved by a majority vote of the Board of Directors at the October meeting.

The budget shall be prepared in consultation with the chairs of the standing committees. The budget shall show, in addition to the proposed items of expenditure for the coming year, both the estimated and actual expenditures for the preceding year.

After the budget has been approved, matters subsequently coming before the Board which involve expenditures of funds not specifically provided in the

Temple Beth Israel By-Laws 6/14/06 11 budget shall be studied and reported by the Finance subcommittee before being voted upon by the Board.

The Finance subcommittee shall audit the accounts of the Temple and of the Cemetery Committee as often as necessary. An independent audit shall be carried out at least once every two years, and shall be reported to the Board. The Finance subcommittee shall have the power to employ any accountant of their choice to perform the audit at a fee to be fixed by the Board of Directors.

The President shall appoint all members of the Finance subcommittee.

A member of the Finance subcommittee shall oversee Temple fund-raising initiatives.

b. Investment (Trust) Subcommittee

i. This committee shall be initially appointed bythe President with the approval of the Executive Committee.

ii. This subcommittee shall consist of five members, each of whom initially shall be appointed as follows: · one member for two years · one member for four years · one member for six years · one member for eight years · one member for ten years

At the expiration of a term, the President shall appoint or reappoint an individual for a period of ten years.

iii. The Committee shall appoint one of its members as chairperson whose term as chairperson shall last for two years.

iv. In the event of death, resignation, or incapacity to perform his or her duties, the President of the Temple shall appoint a member of the Temple to fill the remainder of the unexpired term.

v. At the expiration of the term of any member, the President may reappoint that member, or

Temple Beth Israel By-Laws 6/14/06 12 appoint a new member. This shall be done with the approval of the Executive Committee. This new appointment shall be for a ten year term.

vi. Duties of the Investment (Trust) Committee

(a). It shall supervise the investment and disposition of all trust funds.

(b). It shall maintain such records as are necessary.

(c). If needed, the yearly interest and dividends of the fund may be used for the daily operation of the Temple.

(d) No more than five percent (5%) of the current principal may be used in any one year.

(e). Committee members must be bonded.

vii. The Temple budget shall provide a reserve for unanticipated expenditures, and should, if possible, provide a surplus to be invested in a permanent fund for capital improvements of the Temple.

3 House Committee

This committee shall provide for supervision, maintenance, repair, and alterations of the Temple building and grounds; rentals, except of seats for the High Holy Days; room space and allocations; maintenance personnel; and supplies and utilities.

4 Technology Committee

The Technology Committee shall advise and oversee all matters of technology as related to the Temple’s operations, including purchase of computer equipment, and administration of the Temple’s web site.

Temple Beth Israel By-Laws 6/14/06 13 b. Committees Concerned with Temple Membership and Community

1. Goodwill and Visiting

This committee shall bring official messages of caring, concern, and congratulations from the Temple to its members during times of need and joy.

This committee shall be responsible for the announcement of good news in the lives of Temple members for sharing with the larger community via the newsletter.

This committee shall also maintain a list of those members who are shut in or ill and who would like a visit from the Rabbi or another Temple member, and shall coordinate such visits.

This committee shall facilitate arranging rides for members who need them to attend Temple services or activities upon request.

2. Library Committee

This Committee shall oversee the maintenance and purchase of books and materials for the Temple Library. The Program, Religious, and House committee chairs shall each appoint one member of those committees to serve on the Library Committee, along with any other interested Temple members.

3. Program Committee

It shall be the function of the Program Committee to plan programs for all meetings of the membership; to coordinate, as may be necessary, the social activities and functions of the various committees; to plan, organize, and implement social and fund-raising activities; to provide for a program of adult education; to ascertain the names and addresses of the Jewish residents of Waltham and adjoining areas, and to invite their joining and partaking in the Temple activities; and to carry out at least one annual affair designed to attract new members to the Temple.

4. Publicity Committee

It shall be the function of this committee to publicize the activities of the Temple and provide content to the Temple newsletter, website, and other community media outlets.

Temple Beth Israel By-Laws 6/14/06 14 The Publicity Committee shall develop a consistent visual identity for the Temple to be used in announcing its activities and happenings.

5. Religious Affairs Committee

It shall be the function of this committee to plan, organize, and supervise religious activities for the community. The committee shall have charge of all religious services, shall be responsible for the rental of seats for the High Holidays; and shall select and supply all prayer books and accessories. This committee shall be responsible for the selection and review of all clergy.

The Rabbi shall be ex-officio, a member of this committee, but without vote.

The Rabbi, with the religious committee, shall implement policies to maintain the kashruth of the Temple kitchen.

Section 5 The President and/or the Board Chair, may, with the approval of the Board of Directors, appoint such other committees as deemed necessary.

Section 6 No committee may spend in excess of two hundred dollars ($200) over their allotted annual budget without the approval of the Finance Committee.

Section 7 All committees, whether standing committees or otherwise, shall be subject to the authority and direction of the Board of Directors.

Article VIII. Amendments

Section 1

a. Any board member, or any ten members of the Temple in good standing, may petition the Board of Directors in writing for amendment of the By-Laws. Such petition shall be referred by the Board Chair to a suitable committee, and then placed on the agenda of the Board.

b. At intervals not greater than every five years, the President shall appoint a committee on By-Laws to study and recommend such changes in the By-Laws as experience may have proven advisable.

Temple Beth Israel By-Laws 6/14/06 15 Section 2 Any proposed amendment of the By-Laws shall require, for ratification, approval by the Board of Directors at a meeting, notice where of to the members of the Board shall include the text of the proposed amendment; and, if approved by the Board, shall then require approval by two-thirds vote of those attending at a special meeting of the Temple, notice whereof shall likewise include the text of the proposed amendment.

Article IX. Disbursement of Assets

This Temple shall not be dissolved while at least twelve members are willing to carry on the objects of this charter, and the Temple is financially solvent.

In the event that the membership of the Temple declines to 12 adult members or fewer, and/or it becomes necessary to cease active operations at the Temple, the disposition of all assets shall be as follows:

Section 1 The Cemetery and all of its assets shall be turned over to the Jewish Cemetery Association of Massachusetts. In addition, 10% of the Temple’s cash and securities shall be given to the Jewish Cemetery Association of Massachusetts to maintain the Cemetery and the Memorial plaques of the Temple, and to notify families of Yahrzeit dates.

Section 2 The real estate, appurtenances, religious artifacts, cash reserves, and all other assets except the Cemetery, shall be disposed of by the remaining families in a manner that best benefits the Jewish community at large.

Article X. General Laws

Section 1 The fiscal year of the Temple shall be from September 1 to August 31.

Section 2 a. Except as otherwise provided in these By-Laws, all questions shall be decided by a majority vote of those present and voting.

b. Whenever a two-thirds vote is specified in these By-Laws, this shall be construed to mean two-thirds of those present and voting.

Section 3 All individuals handling Temple money shall be bonded.

Temple Beth Israel By-Laws 6/14/06 16 Section 4 Robert’s Manual shall be used as the guide in matter of Parliamentary Procedure.

Section 5. For all purposes under these Bylaws, “in writing” includes email and facsimile transmissions.

Glossary

 Absent - An officer is considered “absent” is unavailable or incapacitated for a period of time greater than four weeks due to injury, illness, death, or unable to be in telephone communication.

 Eligible -Written / “in writing” means email, fax, or US Mail. For correspondence by email, the sender’s email address must be on file in the Temple office prior to the receipt of the message.

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