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Re-stated Hill Havurah By-Laws (Adopted at Annual Meeting 5/31/16)
100 Mission
The Hill Havurah exists to meet and anticipate 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.

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 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 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 meet with the members of each household in arrears to discuss appropriate remedies.

    102.5 All adult members of a household in good standing shall have the privilege, whether or not employed by the Hill Havurah, unless otherwise noted below 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. Children will have priority in enrollment in the religious school or pre school programs,
    e.  Will have priority to participate in all programs and activities of the Hill Havurah.        

103 Governance
     103.1 The Hill Havurah shall be led by a Board made up of officers, a member of the religious committee, one parent representative from the Gan Shalom program and one 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 shall be asked to relinquish the position and shall be replaced by the Board at its next meeting.

    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.  If a vacancy occurs, the Board shall select a replacement at its next meeting who shall serve the remainder of that vacating member’s term.

    a. Commencing at the Annual Meeting, May 2016, 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.   (1) Members of the Board as of May 2016 shall  transition into the new governance structure as follows:
    Approximately one third (1/3) of the current Board members shall rotate off the Board on June 30, 2016, beginning with those who have served ten years or more. They shall be eligible for reelection after a hiatus of one (1) term.
    Approximately one third (1/3) of the current Board members who have served between five (5) and ten (10) years may choose to be included in the slate for reelection and serve one (1) term and rotate off the Board June 30, 2018.  They shall be eligible to be reelected after a hiatus of one (1) term.
    Approximately one third (1/3) of the current Board members who have served between one (1) and five (5) years may choose to be included in the slate for reelection and may serve for two (2) shall be additional terms, rotating off June 30, 2020. They shall be eligible to be reelected after a hiatus of one term.
        (2) Determination of seniority 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 as officers.        

    103.5 The Chair of the Board shall appoint the Chair of a Nominating committee ninety (90) days 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 re-election at the Annual Meeting.

    103.6 The Nominating committee shall publish a notice to the membership forty five (45) days prior to the Annual Meeting 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 as well as those who have put forth their own nominations shall be published to the membership thirty (30) days prior to the Annual Meeting.

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 Committee shall act only as necessary in consultation with all members of the Executive Committee, on behalf of the Hill Havurah between regular meetings of the Board when such matters cannot await action until the next regularly scheduled meeting.  

    104.3 Any such actions taken shall be reported in writing to the other Board members at the next Board 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 Have and exercise general charge and supervision of the affairs of the Hill Havurah, subject to the approval of the Board. 

        105.2 Sign, execute and acknowledge on behalf of the Hill Havurah all instruments and contracts authorized by the Board except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Hill Havurah; is authorized to approve and sign all checks, vouchers & notes along with the Treasurer. 

       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 insuring 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. 

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 There shall be an Annual Meeting held in May each year.  A quorum shall be 30 members of Hill Havurah.  There shall be no proxies.

    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.

    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.

110 Action by Board members without a meeting
    110.1 Any action which may be taken at a Board meeting may be taken without a meeting, if consent in writing, setting forth the action to be taken, is approved by two-thirds of the Board, except such action as taken by the Executive Committee.

    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.

111 Committees
    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 in writing to the Vice Chair in advance of each Board meeting.  

    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. A quorum shall be 30 members of Hill Havurah.  There shall be no proxies.

    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 govern 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
    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 funds not to exceed $1000.00.  The Board shall approve by majority vote the expenditure of funds in excess of $1000.00, except for the expenditures of any Committee that has responsibility for obtaining and disbursing its own funds.

    114.5 The Treasurer shall prepare annually and submit to the Board for its approval at the meeting before the commencement 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©(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©(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©(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. 

Tue, October 22 2019 23 Tishrei 5780