Hill Havurah Bylaws
Amended May 22, 2024
Section 1. Mission and Offices
A. Mission. 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.
B. 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.
Section 2. Functions
A. Hill Havurah will hold Shabbat services as well as observe and celebrate the High Holidays and other holidays throughout the year.
B. Hill Havurah will celebrate life cycle events.
C. Hill Havurah will develop and implement educational and social programs for children and adults.
D. Hill Havurah will engage in additional activities and programs other than those specifically named but are consistent with Hill Havurah’s mission.
Section 3. Membership
A. Any person of 18 years of age or older who agrees to the philosophy and objectives of Hill Havurah, as stated in these bylaws, may become a member with full voting rights.
B. From time to time, the Board shall establish policies and procedures governing membership, including policies establishing categories of membership and dues structures.
C. A member in good standing shall be current in all financial obligations to Hill Havurah, consistent with any policies or procedures established by the Board, including any policy on accommodations for financial hardship.
D. Consistent with any policies or procedures established by the Board, all members in good standing shall have the privilege to:
1. Participate in and vote at all membership meetings of Hill Havurah. Each member shall have one vote. There shall be no proxy voting.
2. Serve on standing committees or ad hoc committees.
3. Be eligible for any elected position as provided in these bylaws.
4. Have priority for their children in enrollment in the religious school or pre-school programs.
5. Have priority to participate in all programs and activities of Hill Havurah.
Section 4. Governance
A. 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 shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
B. Board Composition, Quorum, Action by Vote
1. Hill Havurah shall be led by a Board made up of officers; at least one member of the ritual committee; at least one parent representative from a Hill Havurah education 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 members in good standing.
2. 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.
C. Absences. Board members who miss more than four (4) Board meetings in one fiscal year may be asked to relinquish the position.
D. Election, Vacancies, Resignation. The Board and its officers shall be elected at the Annual Meeting of 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. Board members approved by the Board to fill a vacancy shall serve the remainder of that two-year term. To resign from the Board, a Board member must send a notice in writing to either the Chair or the Secretary. Resignation will be effective immediately unless the notice provides an alternative effective date.
E. Terms
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, per officer position. The immediate past Chair shall remain on the Board for one (1) term, regardless of the duration of the immediate past Chair’s service.
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, as Immediate Past 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 as a member of 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 may serve additional terms in another executive committee role.
F. Nominating Committee
1. Composition. The Chair of the Board shall appoint the Chair of a Nominating Committee by December 1 of the year prior to an election year. In consultation with the Chair of the Board, the Chair of the Nominating Committee 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 a Hill Havurah sponsored child education program. The charge of the committee shall be to submit to the Board recommendations for both Board members and its Officers for election or re-election at the Annual Meeting.
2. Duties. The Nominating Committee shall publish a notice to the membership by February 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 no later than 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.
Section 5. Executive Committee
A. The officers of the Board shall be Chair, Vice Chair, Secretary, and Treasurer, who shall comprise an Executive Committee. Two members in good standing may serve as co-Chairs, and share the Duties and Authority of the Chair, as specified in Section 6 of these bylaws.
B. The Executive Committee shall act on business matters as necessary on behalf of 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.
C. 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.
D. If a vacancy occurs during the term of the Vice Chair, Secretary, or Treasurer, the Chair shall nominate a member of Hill Havurah in good standing to fill the remainder of the term, subject to the approval of the Board. If a vacancy occurs during the term of the Chair, the Vice Chair shall nominate a member of the Board to fill the remainder of the term, subject to the approval of the Board.
Section 6. Chair, Duties and Authority
A. The Chair shall have and exercise general charge and supervision of the affairs of 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.
B. 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 Hill Havurah all instruments and contracts authorized by the Board and is further authorized to approve and sign all checks, vouchers and notes and shall authorize electronic payments and credit card outlays along with the Treasurer. This authority may be delegated, subject to appropriate conditions, to the Executive Director.
C. In addition to such other duties as may be assigned by the Board, the Chair shall:
1. Appoint the Chairs of all committees, subject to the approval of the Board.
2. Submit an annual report at the Annual Meeting.
3. Serve as ex-officio member of any and all standing, special, and ad hoc committees except the Nominating Committee.
4. Be responsible for ensuring that each employee of Hill Havurah be held to the terms of his or her employment. This responsibility can be fulfilled by a designee of the Chair.
5. Assign additional responsibilities to other Board officers, committee chairs, and Board members, as needed.
Section 7. Vice Chair, Duties and Authority
A. The Vice Chair shall undertake tasks involved in communicating with the standing committee chairs, consolidate reports, make sure committees are functioning and completing tasks in a timely manner, and report summary activities of the committees to the Chair in preparation for Board meetings.
B. The Vice Chair shall have such powers and perform such duties as the Chair may from time to time prescribe, consistent with any such determination of the Board.
C. In the absence of and upon delegation by the Chair, the Vice Chair shall 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.
Section 8. Secretary, Duties and Authority
A. The Secretary shall provide all notices, including meeting notices, to the members in accordance with these bylaws.
B. In addition to performing such other duties as may from time to time be assigned by the Chair, the Secretary shall:
1. Oversee the proper maintenance of the books, reports, statements, and all other documents and records required by law.
2. Sign such instruments that require the signature of the Secretary.
3. 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.
Section 9. Treasurer, Duties and Authority
A. 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.
B. 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.
C. 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.
D. 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 the Board.
Section 10. Meetings
A. 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 from June to August of each year.
B. Annual Meeting. In addition to the May Board meeting, there shall be an Annual Meeting scheduled in 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 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. 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, approve the annual budget, and 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.
C. Notices and Other Meeting Mechanics
1. General. Notice of all meetings shall include: The time, place, and subject matter of the meeting and the contact information for the individual responsible for responding 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.
2. 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. If a meeting is required on fewer than the specified days’ notice, the Board may vote to waive this notice requirement and notice shall be provided to each Board member at the earliest practicable date.
3. Annual Meeting Notices. Notice of 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.
4. Other Member Meeting Notices. If the Board determines that a meeting of the members is necessary outside of the Annual Meeting, notice of the meeting shall be sent to each member at least fourteen (14) days in advance. Publication in the Shmoozy News or other electronic communication shall suffice as notice.
5. Parliamentary Authority. The rules contained in Robert’s Rules of Order (revised) may be a reference for Board meetings, Annual Meetings, and other meetings of the membership, to the extent they are consistent with these Bylaws.
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 by means of conference telephone, video conferencing, or other technology, provided all persons are able to hear, see, and interact with others present in the meeting, and participation in this manner shall constitute presence at the meeting.
Section 11. Action by the Board without a Meeting
A. Availability. Any action which may be taken at a meeting of the Board may be taken without a meeting under the following circumstances: (1) a motion has been made, seconded, and discussed by the Board at a prior meeting, but the final vote was postponed for further consideration; (2) any changes to the motion have been fully communicated to the Board; and (3) the Chair has provided a response to any questions posed by any Board member about the motion within five (5) days.
B. 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, a digital signature is to be effective as if an original signature. Individual written consents may be returned by electronic means. 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.
Section 12. Committees and Service Providers
A. The Board may retain the services of clergy and other employees or contractors to perform such functions as the Board may from time to time deem necessary.
B. The Board may establish and dissolve such other standing committees, ad hoc committees, and task forces to perform such functions as the Board may from time to time deem appropriate to delegate.
C. The Committee Chairs, as appointed by the Chair, shall select members to serve on such committees.
D. 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.
E. No person shall serve as the Chair of more than one committee, unless deemed necessary by the Board.
Section 13. Bylaws Amendments
A. 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.
B. The notice of any meeting at which such action is proposed shall have stated the substance of the proposed Bylaws amendments.
C. 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.
D. Whenever feasible, all interested parties shall have been afforded a reasonable opportunity to comment on the proposed amendments.
Section 14. Fiscal Matters
A. The fiscal year of Hill Havurah shall be August 1 through July 31.
B. The funds of Hill Havurah shall be kept in such place or places as shall be determined from time to time by Hill Havurah Board.
C. In accordance with Section 9, the Treasurer or a duly appointed delegate is authorized to make all disbursements for Hill Havurah. Disbursements for unbudgeted outlays shall be made only if approved in accordance with Section 14, paragraph D. All disbursements shall be substantiated by receipted bills or a signature from the person being reimbursed for funds spent on behalf of Hill Havurah or by such other means as the Board by resolution may provide. All deposits to bank or other accounts maintained by Hill Havurah shall be substantiated by passbook entries or duplicate deposit slips or electronic credits to the accounts accessible to Hill Havurah.
D. The Chair may approve the expenditure of unbudgeted funds up to and including $2000.00. The Executive Committee may, by unanimous vote, approve unbudgeted expenses in excess of $2000.00 but under $7,500. The Board may approve, by majority vote, the expenditure of unbudgeted funds of $7,500 or more.
E. The Treasurer shall prepare annually and submit to the Board for its approval at the meeting before the Annual Meeting of Hill Havurah’s fiscal year a budget for Hill Havurah’s operations for the next fiscal year. The budget shall provide an estimate of the resources required to sustain the operations of 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 Hill Havurah website each year after approval of the budget at the Annual Meeting.
F. No part of the net income of 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 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.
G. 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).
H. Upon dissolution of 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.
Section 15. 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.
Section 16. Indemnification
A. 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, 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, or 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 Hill Havurah. In effecting such indemnity and reimbursement, the Directors and Officers of 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.
B. Indemnification in Advance of Final Disposition of Action. Indemnification of the persons specified in Section 16, paragraph A may include payment by 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 these Bylaws.
C. Effect of Bylaws Amendments. Any repeal or modification of Section 16, paragraph A 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.
D. 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.
E. 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.
F. 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.