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Hill Havurah By-Laws (as of 9/8/2019)

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 communityThe 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.

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.  

    102.2 Categories of membership may be established and revised from time to time by the Board. 

    102.3 Each household, as defined by the Board, shall make an annual contribution to the Havurah as determined by the Board which shall be due in the first quarter of the Havurah’s fiscal year or payable in accordance with an agreed upon schedule.

    102.4 A household, to be in good standing, shall be current in all its financial obligations. Any household that is more than three months in arrears is not in good standing.  The Treasurer or his/her designee shall communicate with the members in arrears to discuss appropriate remedies.

    102.5 Unless otherwise noted below, all adult members of a household in good standing shall have the privilege, whether or not employed by the Hill Havurah, 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 with the exception of any member who is employed by the Hill Havurah for more than twenty (20) hours per week,
    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 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 the management of 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  The Hill Havurah shall be led by a Board made up of officers; a member of the ritual committee; one parent representative from the Gan Shalom program; and one parent representative from the Yavneh program; and members at large.

    103.2 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 members. A quorum shall be one more than half the number of the current members of the Board. 


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

    103.4 The Board and its officers shall be elected at the Annual Meeting of the Hill Havurah membership to be held during May of each year. An election will occur every two years.  If the membership elects a slate of less 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.

(1) 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. Members of the Board shall  transition as follows:

    Every two years, approximately one third (1/3) of the current Board members shall rotate off the Board , beginning with those who have served six years or 3  consecutive terms. They shall be eligible for reelection after a hiatus of one (1) term.
   
        (2) Determination of years of service shall be the responsibility of the Secretary in consultation with the Chair.
        (3) 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 shall remain as a voting member of the Board ex-officio for one (1) term.
        (4) 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.  
        (5) 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.   

    103.5 In an election year, the Chair of the Board shall appoint the Chair of a Nominating committee on December 1 of the year, prior to the Annual Meeting, who shall select two (2) additional members of the Nominating Committee; one (1) who is a member-at-large of the community and one who is a parent representative of one of the Havurah’s school programs.  The charge of the committee shall be to nominate both Board members and its Officers for election or reelection at the Annual Meeting.

    103.6 The Nominating committee shall publish a notice to the membership by January 1 of the year that a new Board will be formed regarding its desire to receive notice from members who are interested in serving on the Board. The list of candidates for Officers and Board membership proposed by the Nominating Committee shall be published to the membership thirty (30) days prior to the Annual Meeting, approximately at the end of April.

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 or to an employee.  

    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
        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. 

        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 to the Operations Director (or successor Title).

       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
    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
    107.1 Ensure all notices, including meeting notices, are duly given to the members in accordance with these bylaws.

    107.2 Ensure the books, reports, statements and all documents and records     required by law are properly kept and filed.

    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 ensure distribution of the minutes of all Board meetings and Annual meetings; maintain copies of minutes and reports of all committee meetings.

    107.6 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 be subject to all restrictions placed upon the Chair.

108 Treasurer
    108.1 Be custodian of all Hill Havurah funds.

    108.2 Supervise the receipt and deposit of all funds.

    108.3 Expend the Hill Havurah’s funds in accordance to the budget approved by the Board.

    108.4 Ensure requests for payment have been approved in accordance with adopted procedures.

    108.5 Ensure the financial books and records are kept and report at least quarterly to the Board and at the Annual Meeting.

    108.6 Ensure compliance with all applicable laws.

    108.7 Preside over all finance committee meetings.

    108.8 Develop annual budget for Board approval.

    108.9 Perform such other duties as assigned by the Chair.

    108.10 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 be subject to all restrictions placed upon the Chair.

109 Meetings
    109.1 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 In addition to the May Board meeting, there shall be an Annual Meeting held in May each year.  A quorum of 30 members of Hill Havurah need to be in attendance in order to have a valid member vote.  There shall be no proxies. 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, and / or vote on any changes to the Bylaws.

    109.3 The Secretary shall ensure that the 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.

    109.4 Notice of all Board meetings shall be sent to each Board member at least seven (7) days before the date of the meeting.

    109.5 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.

    109.6 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 30 days in advance.

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

   109.8 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.

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

   109.10 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.

109.11  Members of the Board may participate in a Board meeting or a committee of the Board  by means of conference telephone or similar communication equipment, provided all persons participating in the meeting can hear each other, and participation in a meeting under this section shall constitute presence in person at such meeting.

110 Action by Board members without a meeting or by conference call

   110.1 Any action which may be taken at a Board meeting may be taken without a meeting, if each director signs a consent in the form of a record  describing the action to be taken and delivers it to the Chairman or the Secretary. 

    110.2 Any such action so taken shall be included on the agenda of the next Board meeting in order for it to be documented as part of the Hill Havurah’s official record.

   110.3  Individual written consents may be made by electronic means (e.g., via email) provided  the sender uses a form provided by Hill Havurah and returns it in the prescribed manner.

111 Committees and Consultants
    111.1 The Board by resolution of a majority of its members may establish (and therefore dissolve) such other executive, standing, or ad hoc committees, task forces, or retain, with or without financial compensation, the services of consultants, as the Board may deem appropriate to perform such functions as it may from time to time designate.

    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 Vice Chair or Chair, preferably in writing in advance of each Board meeting where issues pertaining to that Committee will be discussed.

    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. A quorum shall be 30 members of Hill Havurah.  There shall be no proxies. 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 shall be a reference for  the Hill Havurah Board meetings, Annual Meetings, and all standing and other committees and in all cases in which they are not inconsistent 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 The Treasurer is authorized to make all disbursements for the Hill Havurah, except that such disbursements 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. All deposits to bank or other accounts maintained by the Hill Havurah shall be substantiated by passbook entries or duplicate deposit slips.

    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. The budget shall provide an estimate of the resources required to sustain the operations of the Hill Havurah and the suggested contribution requested of each member. The Board shall set the amount of the suggested contribution required 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 articles, 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, i.e. charitable, educational, religious or scientific (or corresponding section of any future Federal tax code), as decided by the membership, or else will be distributed to the Federal Government, or to a state or local government for a public purpose. 

    115  Notices

         115.1  All notices required under these Bylaws may be sent by electronic means. 

Sat, September 19 2020 1 Tishrei 5781