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Hill Havurah By-Laws (as of 05/25/2021) 

100 General 

100.1 Mission 

The Hill Havurah exists to meet and anticipate the spiritual, educational,  religious, social, cultural and life cycle needs of a growing and evolving Jewish  community on Capitol Hill and beyond while retaining the open and inclusive  informality that reflects its membership and community. The corporation is  organized solely for religious, educational and charitable purposes and will  engage in no activity that is inconsistent with its exemption from federal taxation  under section 501(c)(3) of the Internal Revenue Code. 

100.2 Offices The operations of Hill Havurah and the principal office for  the transaction of its business may be established at any place within or the  District of Columbia by resolution of the Board of Directors (“Board”). As of the  approval of these Bylaws, Hill Havurah is located at 212 East Capitol Street, NE,  Washington, DC 20003. 

101 Functions 

101.1 The Hill Havurah will hold Shabbat services as well as observe and  celebrate the High Holidays and other holidays throughout the year. 

101.2 The Hill Havurah will celebrate life cycle events. 

101.3 The Hill Havurah will develop and implement educational and social  programs for children and adults. 

101.4 The Hill Havurah will engage in additional activities and programs other  than those specifically named but are consistent with the Hill Havurah’s mission. 

102 Membership 

 102.1 Any person of 18 years of age or older who agrees to the philosophy and  objectives of the Hill Havurah, as stated in these bylaws, may become a member with full voting rights.  

 102.2 The Board shall establish from time to time policies and procedures 

governing membership, including policies establishing categories of membership and dues structures. 

 102.3 A member, to be in Good Standing, shall be current in all its financial  obligations to Hill Havurah, consistent with any policies or procedures  established by the Board, including any policy on accommodations for financial  hardship.  

 102.4 Unless otherwise noted below, all adult members in Good Standing shall  have the privilege to: 

 a. Participate in and vote at all membership meetings of the Hill Havurah.  Each member shall have one vote. There shall be no proxy voting.  b. Serve on standing committees or ad hoc committees. 

 c. Be eligible for any elected position as provided in these bylaws.  d. Have priority for their children in enrollment in the religious school or pre school programs. 

 e. Have priority to participate in all programs and activities of the Hill  Havurah.  

103 Governance 

103.1 General. The business and affairs of Hill Havurah shall be managed,  and all corporate powers shall be exercised, by or under the direction of the  Board. The Board may delegate duties related to Hill Havurah’s activities to any  person or persons, management company or committee, however composed,  provided that its activities and affairs be managed, and all corporate powers shall  be exercised, under the ultimate direction of the Board. 

 103.2 Board Composition, Quorum, Action by Vote.  a. The Hill Havurah shall be led by a Board made up of officers; a member of  the ritual committee; one parent representative selected by the Gan Shalom  program; and one parent representative from the Yavneh program; and members  at large. The Board shall have no more than fifteen (15) members and no fewer  than eleven (11) members. All members and officers shall be Hill Havurah  b. A quorum shall be one more than half the number of the current members  of the Board. Approval of a matter by a simple majority of Board members  present at a meeting at which a quorum exists will be necessary for approval of an  action.  

 103.3 Absences. Board members who miss more than four (4) Board  meetings in one fiscal year may be asked to relinquish the position.  

 103.4 Election, Vacancies, Resignation. The Board and its officers shall  be elected at the Annual Meeting of the Hill Havurah membership to be held in 

May or June of each year. An election will occur every two years. If the  membership elects a slate of fewer than 15 members, or vacancies occur during  any term, the Board may select additional Board members to join. Members  brought in the middle of a term shall serve the remainder of that two-year term.  The Board needs to maintain at least 11 members at any given time. To resign  from the Board, a Board member must send a notice in writing to either the Chair  or the Secretary. It will be effective immediately unless the notice provides an  alternative effective date. 

103.5 Terms. 

a. The term for members of the Board shall be two (2) years with a maximum  of three (3) consecutive terms. Members can be reelected after a hiatus of one (1)  term. Board members elected as officers may extend their service beyond the  three-term limit, but for no more than two (2) additional terms. The immediate  past Chair shall remain on the Board for one (1) term, regardless of the duration  of the immediate past Chair's service.  

b. Determination of years of service shall be the responsibility of the Secretary  in consultation with the Chair. 

c. The Chair of the Board shall serve at least one (1) term on the Board prior  to serving as Chair and shall serve no more than a total of two (2) terms as  Chair. The Chair, as Immediate Past Chair, shall remain as a voting member of  the Board ex-officio for one (1) term. 

d. The Vice Chair shall serve on the Board for at least one term on the Board  prior to serving as Vice Chair and shall serve no more than two (2) terms as Vice  Chair.  

e. The Secretary and Treasurer shall serve no more than two (2) terms in that  role. The Secretary or Treasurer can serve their third term in another executive  committee role. 

103.6. Nominating Committee. 

a. Composition. In an election year, the Chair of the Board shall appoint the  Chair of a Nominating committee by December 1 of the year, prior to the Annual  Meeting, who shall select three (3) additional members of the Nominating  Committee; one (1) who is a member-at-large of the community; one (1) who is a  current member of the Board; and one (1) who is a parent representative of one of  the Hill Havurah’s school programs, Gan Shalom or Yavneh. The charge of the  committee shall be to submit to the Board recommendations for both Board  members and its Officers for election or reelection at the Annual Meeting. 

 b. Duties. The Nominating Committee shall publish a notice to the  membership by January 1 of the year that a new Board will be formed and state  its desire to receive recommendations for officers and directors. Members should  be asked to recommend either themselves or other members they know for Board 

service. The Nominating Committee shall recommend to the Board a slate of  officers and directors to be nominated and elected at the next Annual Meeting of  members. The slate of nominees accepted by the Board shall be submitted to the  membership with the notice of Annual Meeting. The slate of nominations shall  be published to the membership thirty (30) days prior to the Annual Meeting,  approximately at the end of April. At the discretion of the Chair, the Nominating  Committee may also be asked to advise the Board on filling interim vacancies on  the Board. 

104 Executive Committee 

 104.1 The Officers of the Board shall be Chair, and/or Co-Chairs, Vice Chair,  Secretary and Treasurer, who shall comprise an Executive Committee. 

104.2 The Executive Committee shall act on business matters as necessary on  behalf of the Hill Havurah between regular meetings of the Board only when such  matters cannot await action until the next regularly scheduled meeting or when  the Board has delegated a subject matter for Executive Committee action.  

104.3 Any such actions taken shall be reported to the other Board members at  the next Board meeting and reflected in the minutes of that meeting; except that  no action can be taken by the Executive Committee to contradict, amend or  repeal any resolution previously adopted the Board. 

105 Chair, Duties and Authority 

 105.1 The Chair shall have and exercise general charge and supervision of  the affairs of the Hill Havurah, subject to the approval of the Board, including  oversight of clergy and other key employees that the Board identifies from time to  time. 

 105.2 Except for express delegations by the Board to some other officer,  employee or agent of Hill Havurah, the Chair shall sign, execute and acknowledge  on behalf of the Hill Havurah all instruments and contracts authorized by the  Board and is further authorized to approve and sign all checks, vouchers & notes  and shall authorize electronic payments and credit card outlays along with the  Treasurer, and this authority may be delegated, subject to appropriate conditions, to the Executive Director. 

 105.3 Appoint the Chairs of all committees, subject to the approval of the  Board. 

 105.4 Submit an annual report at the Annual Meeting. 

 105.5 Serve as ex-officio member of any and all standing, special and ad hoc  committees except the Nominating Committee.

 

105.6 Be responsible for ensuring that each employee of Hill Havurah be held  to the terms of his/her employment. This responsibility can be fulfilled by a  designee of the Chair. 

105.7 Perform such other duties as assigned by the Board. 

 105.8 Assign additional responsibilities to other Board officers, committee  chairs, and Board members as needed. 

106 Vice Chair, Duties and Authority 

106.1 Undertake tasks involved in communicating with the standing  committee chairs, consolidate reports, make sure committees are functioning and  completing tasks in a timely manner, report summary activities of the  committees to the Chair in preparation for Board meetings. 

106.2 Have such powers and perform such duties as the Chair may from time  to time prescribe, consistent with any such determination of the Board. 

106.3 In the absence of and upon delegation by the Chair, perform the duties of  the Chair and when so acting, shall have all the powers of, and shall be subject to  all restrictions placed upon, the Chair. 

107 Secretary, Duties and Authority 

 107.1 Provide all notices, including meeting notices, to the members in  accordance with these bylaws. 

 107.2 Oversee the proper maintenance of the books, reports, statements and  all other documents and records required by law. 

 107.3 Sign such instruments that require the signature of the Secretary. 

 107.4 In general perform all the duties incident to the office of the Secretary  and such other duties as from time to time may be assigned by the Chair. 

 107.5 Produce and oversee distribution of the minutes of all Board meetings  and Annual meetings and maintenance of copies of minutes and reports of all  committee meetings. 

 107.6  

108 Treasurer, Duties and Authority 

 108.1 The Treasurer shall be in charge of the congregation’s financial affairs,  funds, securities and other valuable papers and shall oversee and be responsible 

for the maintenance of the congregation’s financial records and the activities  administered by any agent, including development of the annual budget for  Board review and member approval.  

 108.2 The financial books and records of the Congregation shall be maintained  at the principal office of the Congregation or at the office of the Treasurer and  they shall be available at reasonable times upon reasonable notice for inspection  by any member.  

 108.3 The Treasurer along with the Chair is further authorized to approve and  sign all checks, vouchers and notes and may authorize electronic payments and  credit card outlays. Pursuant to a Board resolution, this authority may be  delegated, in whole or in part, to an agent, subject to the oversight of the Chair  and Treasurer,  

 108.4 In general the Treasurer shall perform all duties incident to the office of  Treasurer and such other duties as from time to time may be assigned to him or  her by the Chair or by the Board.  

109 Meetings 

 109.1. Frequency of Board Meetings. Meetings of the Board shall be held  every month during the months of September through May. There shall be at  least one meeting during the period June – August.  

 109.2 Meetings of Members In addition to the May Board meeting, there  shall be an Annual Meeting scheduled for May of each year and convened no later  than June 30 of each year. A quorum at the Annual Meeting shall be 30 members  of the Hill Havurah in Good Standing. A simple majority of the votes entitled to  be cast at a meeting at which a quorum is present shall be necessary for an action  to be approved. The members present at the Annual Meeting come together to  reflect on the past year, hear about upcoming activities, vote to approve the  Nominated Board members during an election year, approve the annual budget,  and / or vote on any changes to the Bylaws. In addition to the Annual Meeting,  circumstances might require a special meeting of members, which can be called  by the Chair or the Board of Directors.  

 109.3 Notices and Other Meeting Mechanics. 

a. General. Notice of all meetings shall include: The time, place and subject  matter of the meeting; and the contact information for the individual responsible  to respond to requests for information about the meeting. All notices required  under these Bylaws may be sent by electronic means. Whenever any notice is  required to be given under the provisions of the DC Nonprofit Corporation Act or 

under the provisions of Hill Havurah’s articles of incorporation or these Bylaws, a  person entitled to such notice may waive notice, whether before or after the time  required, by signing a written waiver of notice or by presence at a meeting for  which notice was required. 

 b. Board Meeting Notices. Notice of all Board meetings shall be sent to each  Board member at least seven (7) days before the date of the meeting. However, if  a majority of the Board members determines that the Hill Havurah business  requires a meeting on fewer than the specified days’ notice, notification shall be  provided at the earliest practicable time no less than three (3) days in advance. 

 c. Annual Meeting Notices. Notice of the Hill Havurah Annual Meeting shall  be sent to each member at least forty-five (45) days in advance. Publication in  the Shmoozy News or other electronic communication shall suffice as Notice.  However, if the Board determines that Hill Havurah business requires a meeting  on fewer than the specified days’ notice, notification to members shall be  provided at the earliest practicable time no less than 14 days in advance. 

  

d. Other Mechanics 

1. All meetings of the Board shall be open to Hill Havurah members. 

2. For each Board meeting and the Annual Meeting, the Chair shall  prepare a draft working agenda of matters to be discussed at the Board and  Annual Meetings, which shall be distributed with the meeting notice. 

3. The minutes of each meeting of the Board shall contain the names of  the members present, the members absent, the actions taken and the result of  each vote. 

4. A copy of the minutes of the prior meeting shall be supplied to each  Board member in advance of the meeting and shall be presented for approval by  the Board at each meeting. 

5. One or more members of the Board may participate in a Board meeting  or a committee of the Board held in person by means of conference telephone or  similar communication equipment, provided all persons participating in the  meeting can hear one another, and participation in a meeting under this section  shall constitute presence in person at such meeting. 

6. As circumstances warrant, meetings may be held through web or video  conferencing or other technology whereby all participants are able to hear and  see and participate in a way equivalent to physical presence by being able to pose questions, make comments and cast votes, and participation by such means shall  constitute presence at the meeting. 

110 Action by Board Members without a Meeting  

 110.1 Availability. Any action which may be taken at a meeting of the  Board may be taken without a meeting under the following circumstances:  

• A motion has been made, seconded and discussed by the Board at a  prior meeting, but the final vote was postponed for further clarification  and/or alterations; 

• All clarifications and/or alterations have been fully communicated to  the Board; and  

• All questions have been made and addressed within five (5) days of the  request for information.  

 110.2 Procedures. Each Director must sign and return to the Chair or  Secretary a consent form agreeing to the proposed action, as described in the  consent form provided to each Director. If sent by electronic means, the consent  must include a statement that the Director intends his/her facsimile signature to  be effective as if an original signature. Individual written consents may be  returned by electronic means (e.g., via email). Hard copy consents also may be  hand delivered or sent by mail if time permits. The Chair will determine a  reasonable deadline for the return of the consents based on the exigencies of the  situation calling for informal action without a meeting. Any action so taken shall  be included on the agenda of the next Board meeting in order for the approved  action to be reflected in the minutes of the meeting as part of Hill Havurah’s  official record.  

111 Committees and Service Providers 

 111.1 The Board by resolution of a majority of its members may establish (and  therefore dissolve) such other executive, standing, or, task forces, or retain the  services of clergy, other employees and contractors to perform such functions as  the Board from time to time may deem appropriate to delegate. 

 111.2 The Committee Chairs, as appointed by the Chair, shall select members  to serve on such committees. 

 111.3 Committee reports shall be submitted to the Secretary, Vice Chair or  Chair, preferably in writing in advance of each Board meeting, as requested or as  circumstances warrant.

 

 111.4 No person shall serve as the Chair of more than one committee, unless  deemed necessary by the Board.

 

112 Bylaws Amendments 

 112.1 These Bylaws may be amended by a vote of a majority of members at the  Annual Meeting or at a meeting called specifically for that purpose at which a  quorum is present. Bylaw amendments must first be approved by the Board. 

 112.2 The notice of any meeting at which such action is proposed shall have  stated the substance of the proposed Bylaws amendments. 

 112.3 The notice of such specially convened meeting shall have been provided  to the members at least seven (7) days before the date of the meeting. 

 112.4 Whenever feasible, all interested parties shall have been afforded a  reasonable opportunity to comment on the proposed amendments. 

113 Parliamentary Authority 

 113.1 The rules contained in Robert’s Rules of Order Revised may be a  reference for the Hill Havurah Board meetings, Annual Meetings, and all  standing and other committees to the extent they are consistent with these  Bylaws. 

114 Fiscal Matters 

 114.1 The fiscal year of the Hill Havurah shall be August 1 through July 31. 

 114.2 The funds of the Hill Havurah shall be kept in such place or places as  shall be determined from time to time by the Hill Havurah Board. 

 114.3 In accordance with Section 108.3, the Treasurer or a duly appointed  delegate is authorized to make all disbursements for the Hill Havurah. However,  disbursements for unbudgeted outlays shall be made only if approved in  accordance with Section 114.4. All disbursements shall be substantiated by  receipted bills or a signature from the person being reimbursed for funds spent  on behalf of the Hill Havurah or by such other means as the Board by resolution  may provide. All deposits to bank or other accounts maintained by the Hill  Havurah shall be substantiated by passbook entries or duplicate deposit slips or  electronic credits to the accounts accessible to the Hill Havurah. 

 114.4 The Chair may approve the expenditure of unbudgeted funds up to and  including $1,000.00. The Executive Committee can, by unanimous vote, approve  unbudgeted expenses in excess of $1,000 but under $5,000. The Board shall  approve, by majority vote, the expenditure of unbudgeted funds of $5,000 or  more. 

 114.5 The Treasurer shall prepare annually and submit to the Board for its  approval at the meeting before the Annual Meeting of the Hill Havurah’s fiscal 

year a budget for the Hill Havurah’s operations for the next fiscal year. The  budget shall provide an estimate of the resources required to sustain the  operations of the Hill Havurah and the minimum contribution identified for each  membership class (i.e., membership dues). The Board shall post the minimum  contribution for each membership class on the Hill Havurah website each year  after approval of the budget at the Annual Meeting. 

 114.6 No part of the net income of the Hill Havurah shall inure to the benefit  of, or be distributable to its members, trustees, directors, officers or other private  persons, except that the organization shall be authorized and empowered to pay  reasonable compensation for services rendered and to make payments and  distributions in furtherance of Section 501 (c)(3) purposes. No substantial part of  the activities of the organization shall be the carrying on of propaganda or  otherwise attempting to influence legislation; the organization shall not participate in, or intervene in (including the publishing or distribution of  statements), any political campaign on behalf of or in opposition to any candidate  for public office. 

 114.7 Notwithstanding any other provision of these Bylaws, the organization  shall not carry on any other activities not permitted to be carried on by an  organization exempt from Federal income tax under Section 501 (c)(3) of the  Internal Revenue Code (or corresponding section of any future Federal tax code). 

 114.8 Upon dissolution of the Hill Havurah the assets shall be distributed for  one or more exempt purposes within the meaning of Section 501 (c)(3) of the  Internal Revenue Code, (or successor section of any future Federal tax code), as  decided by the membership, keeping in mind the religious purpose for which Hill  Havurah was established, or else will be distributed to the Federal Government,  or to a state or local government for a public purpose. 

  

116 No Personal Liability 

The Members, Directors, Officers, clergy and other employees of the  Congregation shall not be personally liable for any debt, liability, or obligation of  Hill Havurah. All persons, corporations or other entities extending credit to,  contracting with, or having claims against Hill Havurah may look only to the  funds and property of Hill Havurah for the payment of any such contract or  claim, or for the payment of any debt, damages, judgment or decree, or of any  money that may otherwise be due and payable to them from Hill Havurah.

 

117 Indemnification 

 117.1. Right to Indemnification. To the extent permitted by applicable law, and  consistent with its tax-exempt status under the appropriate subsection of Section  501(c) of the Internal Revenue Code of 1986, as amended, and with the Employee  

Retirement Income Security Act of 1974, as amended, or with any successor  statutes, the Hill Havurah shall indemnify and reimburse out of the corporate  funds any person, or the personal representative of any person, who at any time  serves or shall have served as a Director, Officer, employee or other agent of Hill  Havurah, or member providing a service, or who serves or shall have served at its  request as a director, officer, employee, whether or not in office at the time,  against and for any and all claims and liabilities to which he or she may be or  become subject by reason of such service, and against and for any and all  expenses necessarily incurred in connection with the defense or reasonable  settlement of any legal or administrative proceedings to which he or she is made  a party by reason of such service, except with respect to any matter as to which he  or she shall have been adjudicated in any proceeding not to have acted in good  faith in the reasonable belief that his or her action was in the best interests of the  Hill Havurah. In effecting such indemnity and reimbursement, the Directors and  Officers of the Hill Havurah may enter into such agreements and make such  payment or payments and take such other action, including employment of  counsel to defend against such claims and liabilities, as may in their judgment be  reasonably necessary or desirable. Such indemnification or reimbursement shall  not be deemed to exclude any other rights or privileges to which such person may  be entitled.  

 117.2 Indemnification in Advance of Final Disposition of Action.  Indemnification of the persons specified in Section A of Article X may include  payment by the Hill Havurah of expenses incurred in defending a civil or criminal  action or proceeding in advance of the final disposition of such action or  proceeding upon receipt of an agreement by the person indemnified to repay  such payment if he or she shall be adjudicated to be not entitled to  indemnification under this Bylaw.  

 117.3 Effect of Bylaw Amendments. Any repeal or modification of Section A of  this Article X shall not adversely affect any right or protection stated herein with  respect to any act or omission occurring before the effective date of such repeal or  modification. If any provision of this Article or any part of it shall be held to be  prohibited by or invalid under applicable law, such provision or part thereof shall  be deemed amended to accomplish the objectives of the provision or part thereof  as originally written to the fullest extent permitted by law, and all other  provisions or parts shall remain in full force and effect.  

 117.4 Operating Expenses. All liability, loss, damage, cost and expense  incurred by Hill Havurah by reason or arising out of or in connection with the 

foregoing indemnification provisions shall be treated as operating expenses of  Hill Havurah.  

 117.5 Actions by Hill Havurah. In the event Hill Havurah brings any action  against any person entitled to indemnification, such person shall be entitled to  indemnification if such party prevails in the action brought. 

 117.6 Insurance. The Board may purchase and maintain insurance on behalf of  any person who is or was an Indemnified Party against any liability asserted  against him/her and incurred by him/her in any such capacity, or arising out of  his/her status as such, regardless of whether Hill Havurah would have the power  to indemnify him/her against such liability hereunder or otherwise, provided,  however, that the cost of such insurance shall be reasonable in relation to the  risks involved.

Fri, September 24 2021 18 Tishrei 5782