of this year’s · 4/28/2020  · Prior to entering the financial services industry, I was a partner in the national law firm of McKenna, Conner and Cuneo specializing in corporate

April 28, 2020 Dear Beth David Members: I hope this letter finds you all well as we all navigate these uncertain and unprecedented times. As you may know, Beth David’s Constitution specifies that the annual Congregational Meeting must take place each year in May, with this year’s meeting scheduled for May 28, 2020. Our Congregational Meeting is a time where we come together as a community to celebrate our achievements, to honor our volunteers, to elect our new slate of nominees for open positions on the board of trustees, and to approve our next fiscal year’s operating budget. Since it is likely that we will be unable to have this meeting in person, the board is planning for the meeting to take place via Zoom and Live Streaming. This is certainly not the ideal way to hold this annual celebration, but as we have done with our services and our programming, we will adapt and make it work for us. To the extent we are safely able to have any portion of the Congregational Meeting occur with in person attendance by that time, we may do so. But for now, in the interest of keeping us all safe and minimizing any unnecessary exposure, that is the plan. In anticipation of our Congregational Meeting, you will find a letter from Steve Kahn, chair of this year’s nominating committee, setting forth the slate of nominees for open board positions on the Beth David board of trustees. I want to personally thank Steve, the nominating committee, as well as those who have agreed to step up and accept the nominations, for their time and dedication to Beth David. You are our lifeblood. Also enclosed you will find an amended version of Beth David’s Constitution. According to Article XV of the Constitution, any amendments must be approved by the board of trustees and sent to the membership in advance of the Congregational Meeting. In addition to voting to approve the slate of nominees for the board and the proposed budget, the membership will also be asked to approve the amended Constitution. I have included along with the amended Constitution, a redlined version of the prior version of the Constitution (last adopted in 2011) which spells out all the changes. The board has approved this amended Constitution. I look forward to having all of you participate in our Congregational Meeting on May 28, 2020. Sincerely,

Eric Schiffer Eric Schiffer President

Eric Schiffer, President Rabbi Nancy R. Myers Nancy Linder, Cantorial Soloist Brooke Birdsall, Director, Early Childhood Learning Center

714.892.6623 6100 Hefley Street, Westminster, CA 92683

Eric Schiffer, President Edie Mino, Office Manager

Sarah Gipoor, Director, Jewish School Irma Moskowitz, R.J.E. Educator Emeritus

[email protected]

www.templebethdavid.org

April 28, 2020

Dear Beth David Members:

Beth David will hold its annual Congregational Meeting on Thursday, May 28, 2020 at 6:30 PM. Via Zoom & Live Stream. The Zoom link will be sent via email.

The Nominating Committee, whose members were Steve Kahn (chairperson), Cheron Bartee, Andrea Chait-Walter, Laurel Jarrick, Mercedes Neves-Hatchwell, Charlie Niederman and Jonathan Rothschild, assembled the following slate of nominees for presentation to the congregation at the meeting:

President Andrea Chait Secretary Jonathan Rothschild

Vice President, Operations

David Baroway Social Action Trustee Robin Harrison

Co-Vice Presidents Way & Means

Faith Pantel, Eileen Tobey

Co-Adult Education Trustees

Charlie Niederman, Diane Prince

Vice President, Religious Practices

Mercedes Neves-Hatchwell

Program Trustee Mulu Harrison

Vice President, Finance

Neil Kornswiet

In accordance with the Nominations Policy adopted in October 2010, you will find brief statements from the candidates in Attachment 1 to this letter.

Respectfully submitted,

Steve Kahn Steve Kahn Nominating Committee Chair

Rabbi Nancy R. Myers Nancy Linder, Cantorial Soloist Brooke Birdsall, Director, Early Childhood Learning Center

714.892.6623 6100 Hefley Street, Westminster, CA 92683

Eric Schiffer, President Edie Mino, Office Manager

Sarah Gipoor, Director, Jewish School Irma Moskowitz, R.J.E. Educator Emeritus

email: [email protected] www.templebethdavid.org

Attachment 1 For your consideration: Andrea Chait, President Almost 14 years ago, my husband and I moved across the country for my husband's new job and settled in Seal Beach to be close to family. With a 4 year old son and twins on the way, being close to family not only made sense but was essential. Following guidance from key family members - my parents Maurice and Estelle Chait and my brother and sister-in-law Ian and Gayle Chait - we joined Temple Beth David. Benjamin joined the pre-school with his cousin Daniella for his first year here and quickly settled into his new home. Since then, we have celebrated many special occasions at the synagogue including the birth of our twins Calvin & Sydney, Benjamin's Bar Mitzvah, all the High Holidays and, last year, Sydney and Calvin's B'nei Mitzvah. We've experienced the warm welcome for which Beth David is so well known and discovered Simchat Torah as another favorite holiday. Through all of this, we unexpectedly discovered an extended family. I would like to continue to be on Beth David's Board as President so that I can help contribute to, foster and grow our special community. I believe that both my commitment to my Jewish heritage and my work experience have helped prepare me for this role. In 1998 I joined a large management consulting firm called Accenture. The company has over 500,000 employees and provides business advice and develops computer systems for many of the Fortune 500 and Global 2000 companies. In a career there that spanned almost 20 years, my work was focused on advising and guiding Accenture through the rapid pace of change that we've seen in business and technology over the last 2 decades. I retired at the end of 2019 and now I hope to bring all I have learned in my work experiences to the Beth David Board and Congregation - my extended family. We have so much strength within our community at Beth David, ranging from and beyond our religious and cultural commitments, to deep and abiding skills in business management, non-profit management, media and the arts. As President, I hope to continue to work with our community including our Board and each of our congregants so that the sum of our individual parts will continue to be greater than our already significant individual contributions. And so, I hope that you will consider me as President for the 2020-2022 term. David Baroway, Vice President, Operations My wife Robin and I, along with our two daughters, Rachel and Sarah, have been a part of the Beth David family for the past 15 years. We have had many life cycle events at the temple to include B'nai Mitzvah for Robin, Rachel and Sarah. We have also been involved in many temple functions and both Sarah and Rachel have attended religious school and been involved in the temple youth programs. I am a member of the brotherhood and have taken an active role in temple activities and committees over the years. I look forward to continuing on the board with Vice President of Operations, and look forward to working with the board, staff and temple members on future projects. Eileen Tobey, Vice President, Ways & Means (Co-Trustee) I have been a member of the Temple Beth David family for over 22 years, and on the Board in various capacities for the past 15 years. I have been the Program Chair in the past and have been active on the committee since the beginning.

Faith Pantel, Vice President, Ways & Means (Co-Trustee) My daughter and I have been temple members for about 10 years. My 14 year old daughter started her education at Temple Beth David at the age of 2 and she then went on to religious school. We both love the temple as our second home. I am excited to continue with the board and help the Ways and Means committee come up with some new and different ways to acquire funding. I look forward to utilizing my skills and education from my Bachelors in Advertising and my constant contact with marketing departments of all types in my career as a print & mail representative to bring fresh, new ideas, methods and events to Beth David. I believe it is important to make Beth David financially strong so that our temple may have a bright future and continue as the warm, loving, Jewish environment in which we all enjoy and thrive. Neil Kornswiet, Vice President, Finance My family and I have been members of Temple Beth David for more than 27 years. All three of our children celebrated their Bar and Bat Mitzvahs at Beth David. In terms of my background, I am both a lawyer and accountant by training. I currently run a hedge fund located in Fashion Island called Optium Capital LLC. Prior to forming Optium, I was President and a Director of Pacific Mercantile Bank, a publicly traded bank headquartered in Costa Mesa, CA. I have also been a Managing Director for UBS Investment Bank running loan origination and servicing throughout the United States. Before joining UBS, I formed and ran three large financial institutions that ultimately became publicly traded companies. Prior to entering the financial services industry, I was a partner in the national law firm of McKenna, Conner and Cuneo specializing in corporate finance, corporate securities, commercial lending, residential lending and operational matters for some of the largest financial institutions and investment banks in the country. I received my law degree from Georgetown University Law Center and my undergraduate business degree from the Ohio State University. Finally, I am involved in many charitable and civic endeavors including the Orangewood Children’s Home, the Arthritis Foundation, and the Sage Hill School, among others. Mercedes Neves-Hatchwell, Vice President Religious Practices My husband Monty Fisher and I, have been part of the Beth David family for almost 8 years. In fact Rabbi Nancy married us in a glorious ceremony in 2015. I have been involved in many Temple activities and regularly attend Saturday Minyan, which I really enjoy...even the current "Zoom" version. Also, Monty and I are happy to have produced a documentary of the life of Holocaust Survivor and dear friend and hero Bernie Sayone (of blessed memory). I am a member of the Sisterhood and other groups at the local JCC and look forward to my new position as VP of Religious Education and working with the board of Beth David.

Jonathan Rothschild, Secretary A little about me: I've been coming to Temple Beth David ever since I can remember. I grew up here and it's always been a place I could call home. I studied mechanical engineering at UC Santa Barbara and went on to a career in medical device design and manufacturing. In my free time, I love playing and watching basketball (go Lakers!). My Judaism has always meant a great deal to me and I'm both honored and excited to serve as Secretary on the temple board. Robin Harrison, Social Action Trustee It has been an honor and pleasure, to serve as Vice President of Religious Practices at Beth David, for the last two years. In that time, I have striven to effectively facilitate and uphold the traditions and events, which been the hallmark of our temple home. My family and I continue to live and serve our Temple community, as a friend and an asset to our fellow congregants. As members of Beth David for close to nine years, my family and I have delighted in becoming a part of such a spiritually and emotionally strong family. We have taken great joy in being active members of the temple community. Personally, I have taken a great deal of delight in serving on the Temple Board of Directors. For the last seven years, I served on the Temple Brotherhood board; recently, as VP of Membership. I have also had the honor and distinction of participating in high holidays, and volunteering at special events, as well as a number of B'nei mitzvah services. In addition, as a seven-year member of the Temple Beth David choir, I had the unique experience of observing many of the services and programs up front. It is these qualities, along with my experience as an educator and lifelong learner, which will allow me to approach the religious practices position with great vigor and joy. I will continue to work alongside our Rabbi, to continue and invigorate our various Jewish traditions and events, with the trademark love of Judaism, so emblematic of our TBD family; while also helping to influence the enthusiasm and growth of our temple community. Charlie Niederman, Co-Adult Education Trustee Thanks to the nominating committee for the nomination to serve as Adult Education Co-Religious Practices Trustee. My wife Cathy and I have been Temple members for more than thirty years. Two of our four daughters were named, three were confirmed, and one was married at Beth David despite a 13-year membership gap to complete my Coast Guard career. Cathy and I have three grandchildren, all living in Dallas, TX. I have served on the Temple Board on and off for more than 3 decades in various positions and look forward to continuing in the tradition of quality adult education at Beth David. Diane Prince, Co-Adult Education Trustee My family and I have been members for many years. Previously I have served on the Board as Secretary and Buildings & Grounds positions, and enjoyed my time. I am a retired educator, and currently a part time CSULB Professor. I look forward to working with Charlie Niederman to provide meaningful Adult Education resources and opportunities.

Mulu Harrison, Program Trustee It has been a wonderful experience and honor being Temple Beth David Program Trustee this past year. I have learned so much while on the Temple Beth David Board. I But best part of my post was being able to share my fellow congregants’ ideas and bring them into life; and hopefully continue to create new traditions in our community. My family and I have been a member of Temple Beth David for almost ten years. We have taken a great deal of joy being active members in our temple community in various ways. I received my Bachelor of Arts degree in Theatre Arts from California State University Dominguez Hills 2012 with a Minor in Dance. I worked in retail for thirteen years, and also The Los Angeles Unified School District for four years; as a Yard Supervisor. For over the past eight years I have been active in Temple Beth David’s Adult Choir, Purim Programs, and also our Temple Beth David Sisterhood; where I have held the following post of Sisterhood Program Chair, Sisterhood Recording Secretary , and also Sisterhood Historian. Along with having served on several Temple Branch Committees which are Membership, Programs, Adult Education, Religious Practices, and Religious School for over seven years. I have also had the pleasure of sharing many of our congregant’s life experience and major temple events due to my work as Kitchen Supervisor for the past nine years. I am also an alumnus of the Jewish Long Beach Alpert New Leaders Program class of 2019 .

As Approved by the Congregation at the meeting on May 28, 2020

CONSTITUTION OF TEMPLE BETH DAVID OF ORANGE COUNTY

Preamble

This constitution describes the constituency and governance of the congregation. The basis for the formation of the congregation is to promote the appreciation of Jewish values and to provide a focus for Reform Jewish worship and the observance of Jewish practices that incorporate these values, to promote Jewish education and to enrich Jewish life, and to foster activities and organizations for the perpetuation and advancement of Judaism.

Constitution Article I: Name

This organization shall be known as Temple Beth David of Orange County, Incorporated, herein after known as the Temple. Article II: Membership Section 1. Any person of the Jewish faith may become a member of this congregation by

subscribing to its constitution and policies.

a) In the event that a person's spouse or domestic partner is not of the Jewish faith, the spouse or domestic partner may also be a member. In the event the non-Jewish spouse or domestic partner does not wish to affiliate with the Temple, the Jewish spouse or domestic partner may be a member of the Temple. The non-Jewish spouse or domestic partner who is separated from the Jewish spouse or Jewish domestic partner due to death, divorce or legal separation, may be a member of the Temple.

b) Any person who is in the process of converting to Judaism may be a member

of the congregation upon recommendation of the Rabbi and approval of the Board of Trustees.

Section 2. Categories of membership may be established by the Board for dues purposes.

A “member in good standing” shall be defined as a member who has pledged to become a member of the Temple and who has satisfied the membership pledge to which he/she has committed.

Section 3. The Board of Trustees may, after not less than ten (10) days written notice and

an opportunity to be heard, suspend or terminate the membership of any member who has failed to satisfy his/her membership pledge.

Section 4. Any member, after not less than ten (10) days written notice and an opportunity

to be heard, may be expelled for just cause by three-quarters vote of the Board of Trustees.

Article III: Dues, Fees, and Assessments Section 1. The fiscal year of this organization shall be July 1 through June 30. Section 2. The Board of Trustees shall, not later than June 1 of each year, establish the

suggested membership commitment for the coming fiscal year. Section 3. The Board of Trustees shall be empowered to establish fees for services not

covered by dues. Section 4. The Board of Trustees, by two-thirds vote of the Board members present at a

Board meeting, or the congregation by majority vote at a Congregational Meeting, may levy special assessments upon the membership. All members of the congregation shall be notified of the proposal in writing at least seven (7) days before the meeting.

Section 5. The Temple depends upon its members to 1) pledge financial commitments each

year to the Temple that reflect the member’s financial abilities and philanthropic desires, and to 2) honor those pledges. If a member cannot honor his/her pledges for any reason, a member may request reductions, extensions, or modifications of their pledges, which may be granted by a Committee consisting of the President, the VP of Operations, the VP of Membership and the Treasurer, in accordance with guidelines established by the Board.

Article IV: Officers and Trustees Section 1. The officers shall be President, Vice-President of Operations, Vice-President of

Ways and Means, Vice-President of Membership, Vice-President of Education, Vice-President of Planning and Development, Vice-President of Religious Practices, Vice-President of Finance, Treasurer, Secretary, and Immediate Past-President.

Section 2. There shall be six elected Trustees who serve as chairpersons of the following

committees: Building and Grounds, Youth, Social Action, Publicity, Adult Education, and Program.

Section 3. The Presidents of Brotherhood, Sisterhood, and Choir shall serve as Trustees on

the Board. Section 4. The Temple recognizes that many non-Jewish members have the willingness and

ability to serve on the Board of Trustees, and that many needed skill sets from these non-Jewish members can and do positively influence and guide the Temple’s path towards success. For those reasons, and in the spirit of inclusiveness, non-Jewish members can serve on the Board of Trustees, pursuant to the nomination and election process set forth more fully below in Article XI, in the following positions: Vice President of Ways and Means, Vice President of Finance, Treasurer, Secretary, Building and Grounds Trustee, and Publicity Trustee.

Section 5. Each Officer or Trustee shall serve a two year term. During even years the terms

of President, Vice-President of Operations, Vice-President of Ways and Means, Vice- President of Religious Practices, Vice-President of Finance, Secretary, Social Action Trustee, Adult Education Trustee, and Program Trustee shall expire. During odd years the terms of the Vice-President of Membership, Vice-President of Education, Vice-President of Planning and Development, Treasurer, Building and Grounds Trustee, Youth Trustee, and Publicity Trustee shall expire.

Section 6. An officer or trustee may hold the same office for a limit of two (2) consecutive

full terms. A term of office shall be considered full if the time is greater than one-half of the term length.

Section 7. While the other sections of this article (and other articles) imply a single person

in each Officer or Trustee position, an Officer or Trustee position may be shared by two people if recommended by the Nominating Committee and approved by a 2/3 vote of the Board. Each position shall only have one vote, regardless of whether it is occupied by one or two people and all other requirements apply.

Article V: Duties of Officers and Trustees Section 1. The duties of the President shall be to act as Chief Executive Officer of the

congregation, to chair all Congregational, Board of Trustee, and Executive Committee meetings, to appoint committees, to call special meetings, to sign all legal documents, and to perform such other duties as are incumbent to the office.

Section 2. The Treasurer shall be the custodian of all funds of the congregation and shall

be the disbursing agent of the congregation as authorized by the Board of Trustees. He/She shall prepare and distribute statements to the Board at least quarterly, prepare the annual budget of the Temple for Board and Congregational approval, and perform any responsibilities as required under California Corporations Code. He/She shall arrange, with the Board’s approval, independent audits of the congregation’s financial records as necessary.

Section 3. The Secretary shall keep minutes of all meetings of the congregation, Board of

Trustees, and Executive Committee, and perform any responsibilities as required under California Corporations Code.

Section 4. There shall be seven Vice-Presidents: Vice-President of Operations,

Vice-President of Membership, Vice-President of Education, Vice-President of Ways & Means, Vice-President of Planning and Development, Vice-President of Religious Practices, and Vice-President of Finance, who shall be responsible to the congregation for those areas specified by job descriptions approved by the Board of Trustees

Section 5. The Vice-President of Operations shall automatically succeed to the office of

President in case of vacancy and shall act for the President in case of absence or disability. At the first regular meeting of the Board in June, the President, in

consultation with the Executive Committee, shall recommend to the Board the order of officers that can succeed to the office of President following the automatic succession by the Vice President of Operations, in case of vacancy, or act in case of absence or disability of the President. The recommended succession will be effective upon ratification by the Board of Trustees.

Section 6. The Board shall designate signatories from the officers for checks issued by the

Temple. All disbursements must have two (2) signatures. To utilize the ACH process for a payment, a voucher form must be signed by the same designated signatories.

Section 7. In addition to chairing the committees as described in Article IV, Section 2, the Trustees shall represent the congregation at the Board and perform other such duties as assigned by the Board or the President.

Article VI: Rabbi and Professional Staff Section 1. The Professional Staff of the Temple shall consist of the Rabbi and any assistant

Rabbi(s), the Cantor and/or Cantorial soloist, the Education Director. The Early Childhood Learning Center Director and the Temple Administrator. Individuals hired by the Temple for these positions shall have the appropriate credentials and ordinations as required by the Board.

Section 2. The Rabbi shall be the spiritual leader of the congregation and shall guide the

congregation’s religious practices in the tradition of Reform Judaism. Section 3. The duties of the other professional staff, such as Assistant Rabbi, Cantor and/or

Cantorial Soloist, Education Director, Early Childhood Learning Center Director or Temple Administrator, as may be employed by the Temple, shall be defined by the Board of Trustees in consultation with the Rabbi.

Section 4. This congregation shall be guided, but not constrained, in its selection of a Rabbi

by the rules and regulations of the Rabbinical Placement Commission of the Union for Reform Judaism (URJ), the Central Conference of American Rabbis, and the Hebrew Union College--Jewish Institute of Religion.

Section 5. Professional Staff Contracts

a) The contracts, if any, of each Professional Staff member shall be presented to the Board in their entirety upon initial hiring and/or renewal, for Board consideration and approval.

b) Members of the Professional Staff shall not rely on any portion of this Constitution for interpretation or enforcement of the content of his or her contract

Section 6. Hiring, renewal and dismissal of Professional Staff, including the Rabbi, Cantor

and Education Director, shall be accomplished in the following manner:

a) To fill a vacancy, a Search Committee shall be appointed by the President and approved by the Board. i. The membership of the Search Committee shall be no fewer than two

current Board members and no fewer than two members at large who have not served on the Board for at least two years. A Search Committee may be larger than the minimum and include additional members of the Board and members at large, but in the total membership of the committee, the number of members at large must be equal to or greater than the number of Board members. The chair-person of the Search Committee shall be appointed by the President.

ii. The Search Committee shall evaluate prospective candidates by reviewing qualifications and references, conducting telephone and personal interviews and by using any other means to reach a recommendation of the best candidate to the Board.

iii. The Board shall evaluate the recommendation(s) of the Search Committee and determine any offers made to the candidate.

iv. A member of the Professional Staff shall be hired by an affirmative vote of a majority of the Board’s members present at a Board meeting or, if determined by the Board, a majority vote of the Congregation at the regular or special meeting.

b) Subsequent to a motion passed by the Board that questions the performance of a member of the Professional Staff, and which affects renewal of a contract or dismissal of that Professional Staff member: i. The President shall appoint a committee of three (3) Board members,

which shall be approved by the Board. The Chair of such committee shall be selected by the President. The committee shall gather and reasonably consider all relevant facts and evidence, including, but not limited to, allowing the member of the Professional Staff an opportunity to be heard by the committee. The committee will then make its recommendations to the Board. Thereafter, the Board will vote on the recommended renewal or dismissal, as appropriate.

Section 7. A retired member of the Professional staff of the Temple who has served the Temple

in the professional capacity for at least ten years and has been in the profession for at least eighteen years may be nominated for Emeritus status by any member of the Board. The nomination shall be confirmed by a motion and passage by the Board at a regular or special meeting of the Board. Emeritus status may include: the name and title in the weekly insert at services and the insert at all holiday services; periodic invitations to sit on the Bema; the name and title included on the Temple letter head; and, any special recognition deemed appropriate by the Board.

Article VII: Executive Committee Section 1. The Executive Committee shall consist of the President, Treasurer, Secretary,

Vice President of Operations and three (3) other Vice Presidents appointed by the President and approved by the Board. The appointed Vice Presidents serve

at the pleasure of the President and their individual terms shall be defined by the President.

Section 2. The duties of the Executive Committee shall be:

a) Assist in directing the business and affairs of the Board and the congregation between meetings of the Board of Trustees.

b) Assist the President in preparing the agenda for meetings of the Board of

Trustees. Article VIII: Board of Trustees Section 1. The Board of Trustees shall consist of the officers as described in Article IV,

Section 1, and trustees as described in Article IV, Sections 2 and 3. Section 2. The Board of Trustees shall have all the rights and duties described by law as

the Board of Directors under the California Corporations Code including, but not limited to the following:

a) General management of the affairs, funds, records, and property of the

congregation. b) Action on all matters of policy. c) Employment and dismissal of professional staff and other employees and

determination of their duties and compensation. d) Filling of vacancies on the Board until the next congregational election. e) Approve all committees appointed by the President. f) Direct the allocation of all funds expended by the Temple.

Section 3. The position of any member of the Board who is absent without adequate excuse

from three (3) regular meetings in a fiscal year may be declared vacant by the Board.

Section 4. The Board shall not be authorized to purchase, sell, lease, hypothecate, or

otherwise acquire or dispose of real property unless such action is approved by a two-thirds vote of the members of the congregation at a regular or special meeting of the congregation.

Section 5. The Rabbi shall be a non-voting ex-officio member of the Board. Section 6. If the position of immediate Past-President becomes vacant, it shall not be filled. Article IX: Meetings and Quorums

Section 1. Congregational meetings

a) The annual meeting of the congregation shall take place in May of each year. At the meeting the officers and trustees whose terms are to be filled shall be elected, the budget for the ensuing fiscal year shall be presented for Congregation approval, reports shall be submitted by the President and Rabbi and, if need arises, by any Vice President, Trustees or affiliated organizations. The agenda for the meeting and the proposed budget for the next fiscal year shall be sent to the congregation at the same time the Nominating Committee sends the slate of Officers and Trustees.

b) Ten (10) percent of the voting membership of the Congregation must be present

at the Congregational meeting to constitute a quorum for the transaction of business.

c) Special congregational meetings may be called by the President, a majority of

the Board of Trustees, or fifteen (15) percent of the voting membership upon giving not less than five (5) days notice. Such notice shall set forth the agenda for the special meeting, and only such business shall be transacted except as approved by two-thirds vote at the meeting.

d) The congregation shall be given not less than fifteen (15) days notice of all regular

meetings

e) Each adult member of the congregation in good standing and present at the congregational meeting shall be entitled to vote at meetings of the congregation. In the case of family membership, only the husband and wife or domestic partners shall each be entitled to vote.

f) Unless stipulated otherwise in the constitution, all business at meetings of the

congregation, the Executive Committee, or the Board of Trustees shall be transacted by majority vote.

Section 2. Board of Trustees Meetings

a) The Board of Trustees shall meet monthly at a time and place established by the Board. Special meetings may be called by the President or any five (5) members upon giving not less than 72 hours notice. Such notice shall set forth the agenda for the special meeting, and only such business shall be transacted.

b) A majority of the filled positions on the Board shall constitute a quorum for the

transaction of business. c) Each position on the Board of Trustees shall be entitled to vote at meetings of

the Board of Trustees.

d) Only the President may ask for a s vote of the members of the Board by email or other written electronic means in the event a critical issue requires action between regular Board meetings and a special Board meeting cannot be called.

All sitting Board members must be contacted and provided with the details of the issue and given at least 24 hours to respond with a vote. The action will be approved only if enough Board members vote to constitute a quorum of the Board and a majoity of the votes favor the issue. Confirmation of the issue and the vote, including the date the vote was taken, shall be included in the minutes of the next regular Board meeting.

e) The President may call for an executive session of the Board for the purpose of

discussing sensitive matters. Only elected voting members of the Board and specifically invited individuals shall attend executive sessions of the Board.

Section 3. Executive Committee Meetings

The Executive Committee should meet at least once each quarter of the fiscal year and more frequently whenever the President, or any three (3) members deem it necessary.

Article X: Committees Section 1. Standing committees and their duties and responsibilities shall be established by

the Board of Trustees and shall be maintained by written policy and recorded in the minutes of the meeting during which the standing committee is formed.

Section 2. Special temporary committees may be appointed and charged with specific

duties and responsibilities by the President or by an approved motion by the Board of Trustees. The membership of these committees must be approved by the Board.

Section 3. The members of the Nominating Committee shall be submitted by the President

to the Board of Trustees not later than the February meeting of the Board each year.

a) The committee shall consist of seven (7) members, three (3) of whom shall

be members of the Board and four (4) of whom shall be from the voting membership at large who have not served on the Board for at least two years..

b) The committee shall select at least one nominee for each elective officer and

trustee position and shall mail a list of its nominees to all members of the congregation not less than thirty (30) days prior to the regular annual meeting of the congregation.

c) Membership on the Nominating Committee shall not bar any member from

being nominated for a Board position. Section 4. The Rabbi and President shall be non-voting ex-officio members of all

permanent committees headed by Vice Presidents and Trustees. The President and Rabbi may be invited to serve as non-voting ex-officio members on any temporary committee except the nominating committee.

Article XI: Nominations and Elections Section 1. Officers and trustees shall be elected at the regular annual meeting of the

congregation each year. The term of office shall commence on June 1 of the year of election, and continue for two (2) consecutive years.

Section 2. The candidates for office shall be those nominated by the Nominating Committee

and those nominated in accordance with Section 3 of this Article. Section 3. Upon written petition of five (5) voting members, any voting member may be

nominated for office.

a) Such petition shall be delivered to the Secretary of the Board of Trustees at least ten (10) days prior to the election meeting.

b) The Secretary shall mail notice of the additional qualified nominees to all

members of the congregation at least five (5) days prior to the election meeting.

Section 4. Nominations from the floor shall not be permitted at the election meeting, nor

shall write-in votes be counted. Section 5. Election of officers and trustees shall be by secret ballot except for those cases

where there is no contest. Proxies or other assignment of votes shall not be permitted.

Section 6. Ballots shall be counted by the Nominating Committee. Any member of the

Nominating Committee who is on the ballot shall be excluded from counting for that office only. Results shall be announced immediately.

Section 7. Election to office shall be by simple majority. Run-off elections shall be limited to

the two candidates receiving the greatest number of votes. Section 8. In the event the President is elected to succeed himself/herself, the immediate

Past President shall also succeed himself/herself. Section 9. In the event that an office is not filled, the President, with a vote of a majority of

the Board members present at a Board meeting, may appoint someone to fill the position until the next congregational election.

Article XII: Vacancies and Removal of Officers and Trustees Section 1. The position of any officer or trustee shall be vacant under the following

condition(s):

a) Upon his/her written or verbal resignation presented to the Board. b) In the event of death or disability.

c) Upon removal by the Board or the congregation for just cause where just cause is defined as the commission of any felonious or immoral act.

Section 2. Any officer or trustee, after not less than ten (10) days written notice and an

opportunity to be heard, may be removed for just cause by two-thirds vote at a meeting of the Board of Trustees or majority vote at a meeting of the congregation.

Article XIII: Affiliated Organizations Section 1. Affiliated organizations may be formed with the approval of the Board of Trustees. Section 2. The constitutions and by-laws of all affiliated organizations shall be consistent

with the provisions of this constitution. Section 3. The President and Treasurer of every affiliated organization shall be a member

of this congregation. Should the affiliated organization have the President serve on the Board of Trustees, that President must be a voting member of this congregation.

Article XIV: Rules of Order The rules contained in Robert’s Rules of Order, latest revision, shall be used as a guide for meetings of the Board and the congregation, but shall not be used as a constraint on establishing agendas and/or preventing discussions of issues. The President or acting chair-person shall guide all proceedings. . Article XV: Amendments Section 1. Amendments may be initiated for presentation to the congregation by the Board

of Trustees after passage by a two-thirds vote of the Board members present at a regular Board meeting; or by a member of the congregation who has submitted the proposed amendment in writing to the Board of Trustees accompanied by a petition signed by no fewer than five (5) percent of the voting membership of the congregation.

Section 2. The proposed amendment shall be sent to all voting members of the

congregation no less than thirty (30) days prior to the congregational meeting. Section 3. Presented amendments require an approval vote of a majority of the voting

members in attendance at a regular or special meeting of the congregation.

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As Approved by the Congregation at the meeting on May 288, 202011

CONSTITUTION OF

TEMPLE BETH DAVID OF ORANGE COUNTY

Preamble This constitution describes the constituency and governance of the congregation. The basis for the formation of the cCongregation is to promote the appreciation of Jewish values and to provide a focus for Reform Jewish worship and the observance of Jewish practices that incorporate these values, to promote Jewish education and to enrich Jewish life, and to foster activities and organizations for the perpetuation and advancement of Judaism.

Constitution Article I: Name

This organization shall be known as Temple Beth David of Orange County, Incorporated, herein after known as the Temple. Article II: Membership Section 1. Any person of the Jewish faith , upon approval by the Board of Trustees, may become a

member of this congregation by subscribing to its constitution and policies.

a) In the event that a person's spouse or domestic partner is not of the Jewish faith, the spouse or domestic partner may also be a member. In the event the non-Jewish spouse or domestic partner does not wish to affiliate with the Temple, the Jewish spouse or domestic partner may be a member of the Temple. The nNon-Jewish spouse or domestic partner who is separated from the Jewish spouse or Jewish domestic partner due to death, divorce or legal separation, may be a member of the Temple.

b) Any person who is in the process of converting to Judaism may be a member of the

congregation upon recommendation of the Rabbi and approval of the Board of Trustees.

Section 2. Categories of membership mayshall be established by the Board for dues purposes. A

“member in good standing” shall be defined as a member who has pledged to become a member of the Temple and who has satisfied the membership pledge to which he/she has committed.se dues pledge obligation is current per the agreed payment schedule.

Section 3. The Board of Trustees shall have and may exercise the power, after not less than ten

(10) days written notice and an opportunity to be heard, to suspend or terminate the membership of any member who has failed to satisfy his/her membership pledge. is delinquent in payment of dues, assessments, pledges, or fees.

Section 4. Any member, after not less than ten (10) days written notice and an opportunity to be

heard, may be expelled for just cause by three-quarters vote of the Board of Trustees.

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Article III: Dues, Fees, and Assessments Section 1. The fiscal year of this organization shall be July 1 through June 30. Section 2. The Board of Trustees shall, not later than June 1 of each year, establish the suggested

membership commitment dues required for the coming fiscal year. Section 3. The Board of Trustees shall be empowered to establish fees for services not covered by

dues. Section 4. The Board of Trustees, by two-thirds vote of the Board members present at a Board

meeting, of the sitting Board, or the congregation by majority vote at a Congregational Meeting, may levy special assessments upon the membership. All members of the congregation shall be notified of the proposal in writing at least seven (7) days before the meeting.

Section 5. The Temple depends upon its members to 1) pledge financial commitments each year

to the Temple that reflect the member’s financial abilities and philanthropic desires, and to 2) honor those pledges. If a member cannot honor his/her pledges for any reason, Aa member may request reductions, extensions, or modifications of their pledges, dues, fees, pledges, or assessments which may be granted by a Committee consisting of the President, the VP of Operations, the VP of Membership and the Treasurer;, in accordance with guidelines established by the Board.

Article IV: Officers and Trustees Section 1. The officers shall be President, Vice-President of Operations, Vice-President of Ways

and Means, Vice-President of Membership, Vice-President of Education, Vice-President of Planning and Development, Vice-President of Religious Practices, Vice-President of Finance, Treasurer, Secretary, and Immediate Past-President.

Section 2. There shall be six elected Trustees who serve as chairpersons of the following

committees: Building and Grounds, Youth, Social Action, Publicity, Adult Education, and Program.

Section 3. The Presidents of Brotherhood, Sisterhood, and Choir shall serve as Trustees on the

Board. Section 4. The Temple recognizes that many non-Jewish members have the willingness and ability

to serve on the Board of Trustees, and that many needed skill sets from these non-Jewish members can and do positively influence and guide the Temple’s path towards success. For those reasons, and in the spirit of inclusiveness, non-Jewish members can serve on the Board of Trustees, pursuant to the nomination and election process set forth more fully below in Article XI, in the following positions: Vice President of Ways and Means, Vice President of Finance, Treasurer, Secretary, Building and Grounds Trustee, and Publicity Trustee. Only Jewish voting members in good standing of the congregation shall be eligible to serve as an officer or trustee of the Temple.

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Section 5. Each Officer or Trustee shall serve a two year term. During even years the terms of

President, Vice-President of Operations, Vice-President of Ways and Means, Vice- President of Religious Practices, Vice-President of Finance, Secretary, Social Action Trustee, Adult Education Trustee, and Program Trustee shall expire. During odd years the terms of the Vice-President of Membership, Vice-President of Education, Vice-President of Planning and Development, Treasurer, Building and Grounds Trustee, Youth Trustee, and Publicity Trustee shall expire.

Section 6. An officer or trustee may hold the same office for a limit of two (2) consecutive full

terms. A term of office shall be considered full if the time is greater than one-half of the term length.

Section 7. While the other sections of this article (and other articles) imply a single person in each

Officer or Trustee position, an Officer or Trustee position may be shared by two people if recommended by the Nominating Committee and approved by a 2/3 vote of the Board. Each position shall only have one vote, regardless of whether it is occupied by one or two people and all other requirements apply.

Article V: Duties of Officers and Trustees Section 1. The duties of the President shall be to act as Chief Executive Officer of the

congregation, to chair all Congregational, Board of Trustee, and Executive Committee meetings, to appoint committees, to call special meetings, to sign all legal documents, and to perform such other duties as are incumbent to the office.

Section 2. The Treasurer shall be the custodian of all funds of the congregation and shall be the

disbursing agent of the congregation as authorized by the Board of Trustees. He/She shall prepare and distribute statements to the Board at least quarterly, prepare the annual budget of the Temple for Board and Congregational approval, and perform any responsibilities as required under California Corporations Code. He/She shall arrange, with the Board’s approval, independent audits of the congregation’s financial records as necessary.

Section 3. The Secretary shall keep minutes of all meetings of the congregation, Board of

Trustees, and Executive Committee, and perform any responsibilities as required under California Corporations Code.

Section 4. There shall be seven Vice-Presidents: Vice-President of Operations, Vice-President of

Membership, Vice-President of Education, Vice-President of Ways & Means, Vice-President of Planning and Development, Vice-President of Religious Practices, and Vice-President of Finance, who shall be responsible to the congregation for those areas specified by job descriptions approved by the Board of Trustees

Section 5. The Vice-President of Operations shall automatically succeed to the office of President

in case of vacancy and shall act for the President in case of absence or disability. At the first regular meeting of the Board in June, the President, in consultation with the Executive Committee, shall recommend to the Board the order of officers that can succeed to the office of President following the automatic succession by the Vice

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President of Operations, in case of vacancy, or act in case of absence or disability of the President. The recommended succession will be effective upon ratification by the Board of Trustees.

Section 6. The Board shall designate signatories from the officers for checks issued by the

Temple. All disbursements must have two (2) signatures. To utilize the ACH process for a payment, a voucher form must be signed by the same designated signatories.

Section 7. In addition to chairing the committees as described in Article IV, Section 2, the Trustees

shall represent the congregation at the Board and perform other such duties as assigned by the Board or the President.

Article VI: Rabbi and Professional Staff Section 1. The Professional Staff of the Temple shall consist of the Rabbi and any assistant

Rabbi(s), the Cantor and/or Cantorial soloist, the Education Director. The Early Childhood Learning Center Director and the Temple Administrator. Individuals hired by the Temple for these positions shall have the appropriate credentials and ordinations as required by the Board.

Section 2. The Rabbi shall be the spiritual leader of the congregation and shall guide the

congregation’s religious practices in the tradition of Reform Judaism. Section 3. The duties of the other professional staff, such as Assistant Rabbi, Cantor and/or

Cantorial Soloist, Music Director, EEducation Director, Early Childhood Learning Center Director or Temple Administrator, as may be employed by the Temple, shall be defined by the Board of Trustees in consultation with the Rabbi.

Section 4. This congregation shall be guided, but not constrained, in its selection of a Rabbi by the

rules and regulations of the Rabbinical Placement Commission of the Union for Reform Judaism (URJ), the Central Conference of American Rabbis, and the Hebrew Union College--Jewish Institute of Religion.

Section 5. Professional Staff Contracts

a) The contracts, if any, of each Professional Staff member shall be presented to the Board in their entirety upon initial hiring and/or renewal, for Board consideration and approval. a)

b) Members of the Professional Staff shall not rely on any portion of this Constitution for interpretation or enforcement of the content of his or her contract

Section 6.

Hiring, renewal and dismissal of Professional Staff, including the Rabbi, Cantor and Education Director, shall be accomplished in the following manner:

a) To fill a vacancy, a Search Committee shall be appointed by the President and

approved by the Board.

i. The membership of the Search Committee shall be no fewer than two current Board members and no fewer than two members at large who have not served

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on the Board for at least two years. A Search Committee may be larger than the minimum and include additional members of the Board and members at large, but in the total membership of the committee, the number of members at large must be equal to or greater than the number of Board members. The chair-person of the Search Committee shall be appointed by the President.

ii. The Search Committee shall evaluate prospective candidates by reviewing qualifications and references, conducting telephone and personal interviews and by using any other means to reach a recommendation of the best candidate to the Board.

iii. The Board shall evaluate the recommendation(s) of the Search Committee and determine any offers made to the candidate.

iv. A member of the Professional Staff shall be hired by an affirmative vote of a majority of the Board’s sitting members present at a Board meeting or, if determined by the Board, a majority vote of the Congregation at the regular or special meeting.

b) Subsequent to a motion passed by the Board that questions the performance of a member of the Professional Staff, and which affects renewal of a contract or dismissal of that Professional Staff member:

i. The President shall appoint a committee of three four (43) currently sitting Board members, which shall be approved by the Board. The Chair of such committee shall be selected by the President. The committee shall gather and reasonably consider all relevant facts and evidence, including, but not limited to, allowing , and chaired by The Vice-President of Religious Practices to develop a procedure that will: assure that all relevant facts are heard and considered; and that the member of the Professional Staff be afforded amplean opportunity to be heard by the committee. The committee will then make its recommendations to the Board. Thereafter, the Board will vote on the recommended renewal or dismissal, as appropriate.Board.

ii. The committee shall develop and present this procedure to the Board at the next regular Board meeting, but no longer than thirty days if the motion to appoint the committee was adopted at a special Board meeting.

iii. The procedure shall be presented to the Board in writing, specifying the membership of any committee(s) that are to be formed, the membership requirements of the committee(s), the specific parameters that are to be investigated and evaluated by the committee(s), the sequence of actions that will be implemented including committee meetings and times for the Professional Staff member to be heard, report(s) that are to be compiled and presented, and any other actions relevant to the issue(s) in question.

The contract of a Professional Staff member shall be renewed an affirmative vote of a majority of the Board’s sitting members. A Professional Staff Member can only be dismissed, or his/her contract not renewed by an affirmative vote of a majority of the Board’s sitting members. Contract renewal or Professional Staff Member dismissal may be referred to the Congregation for a vote at a regular or special meeting of the Congregation.

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Section. 7. A retired member of the Professional staff of the Temple who has served the Temple in the professional capacity for at least ten years and has been in the profession for at least eighteen years may be nominated for Emeritus status by any member of the Board. The nomination shall be confirmed by a motion and passage by the Board at a regular or special meeting of the Board. Emeritus status may include: the name and title in the weekly insert at services and the insert at all holiday services; periodic invitations to sit on the Bema; the name and title included on the Temple letter head; and, any special recognition deemed appropriate by the Board.

Article VII: Executive Committee Section 1. The Executive Committee shall consist of the President, Treasurer, Secretary, Vice

President of Operations and three (3) other Vice Presidents appointed by the President and approved by the Board. The appointed Vice Presidents serve at the pleasure of the President and their individual terms shall be defined by the President.

Section 2. The duties of the Executive Committee shall be:

a) Assist in directing the business and affairs of the Board and the congregation between meetings of the Board of Trustees.

b) Assist the President in preparing the agenda for meetings of the Board of Trustees.

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Article VIII: Board of Trustees Section 1. The Board of Trustees shall consist of the officers as described in Article IV, Section 1,

and trustees as described in Article IV, Sections 2 and 3. Section 2. The Board of Trustees shall have all the rights and duties described by law as the Board

of Directors under the California Corporations Code including, but not limited to the following:

a) General management of the affairs, funds, records, and property of the congregation.

b) Action on all matters of policy.

c) Employment and dismissal of professional staff and other employees and determination of their duties and compensation.

d) Filling of vacancies on the Board until the next congregational election.

e) Approve all committees appointed by the President.

f) Direct the allocation of all funds expended by the Temple. Section 3. The position of any member of the Board who is absent without adequate excuse from

three (3) regular meetings in a fiscal year may be declared vacant by the Board. Section 4. The Board shall not be authorized to purchase, sell, lease, hypothecate, or otherwise

acquire or dispose of real property unless such action is approved by a two-thirds vote of the members of the congregation at a regular or special meeting of the congregation.

Section 5. The Rabbi, and Cantor shall be a non-voting ex-officio members of the Board. Section 6. If the position of immediate Past-President becomes vacant, it shall not be filled. Article IX: Meetings and Quorums Section 1. Congregational meetings

a) The annual meeting of the congregation shall take place in May of each year. At the meeting the officers and trustees whose terms are to be filled shall be elected, the budget for the ensuing fiscal year shall be presented for Congregation approval, reports shall be submitted by the President and Rabbi and, if need arises, by any Vice President, Trustees or affiliated organizations. The agenda for the meeting and the proposed budget for the next fiscal year shall be sent to the congregation at the same time the Nominating Committee sends the slate of Officers and Trustees.

b) Ten (10) percent of the voting membership of the Congregation must be present at the

Congregational meeting to constitute a quorum for the transaction of business.

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c) Special congregational meetings may be called by the President, a majority of the Board of Trustees, or fifteen (15) percent of the voting membership upon giving not less than five (5) days notice. Such notice shall set forth the agenda for the special meeting, and only such business shall be transacted except as approved by two-thirds vote at the meeting.

d) The congregation shall be given not less than fifteen (15) days notice of all regular

meetings

e) Each adult member of the congregation in good standing and present at the congregational meeting shall be entitled to vote at meetings of the congregation. In the case of family membership, only the husband and wife or domestic partners shall each be entitled to vote.

f) Unless stipulated otherwise in the constitution, all business at meetings of the

congregation, the Executive Committee, or the Board of Trustees shall be transacted by majority vote.

Section 2. Board of Trustees Meetings

a) The Board of Trustees shall meet monthly at a time and place established by the Board. Special meetings may be called by the President or any five (5) members upon giving not less than 72 hours notice. Such notice shall set forth the agenda for the special meeting, and only such business shall be transacted.

b) A majority of the filled positions on the Board shall constitute a quorum for the

transaction of business. c) Each position onmember of the Board of Trustees shall be entitled to vote at meetings

of the Board of Trustees.

d) Only the President may ask for a s vote of the members of the Board by email or other written electronic means in the event a critical issue requires action between regular Board meetings and a special Board meeting cannot be called. All sitting Board members must be contacted and provided with the details of the issue and given at least 24 hours to respond with a vote. The action will be approved only if enough Board members vote to constitute a quorum of the Board and a majoity of the votes favor the issue. Confirmation of the issue and the vote, including the date the vote was taken, shall be included in the minutes of the next regular Board meeting.

e) The President may call for an executive session of the Board for the purpose of discussing sensitive personnel matters, matters concerning membership status or matters deemed sensitive and approved for executive session by the Board. Only elected voting members of the Board and specifically invited individuals shall attend executive sessions of the Board.

. Section 3. Executive Committee Meetings

The Executive Committee should shall meet at least once each quarter of the fiscal year and more frequently whenever the President, or any three (3) members deem it necessary.

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Article X: Committees Section 1. Standing committees and their duties and responsibilities shall be established by the

Board of Trustees and shall be maintained by written policy and recorded in the minutes of the meeting during which the standing committee is formed.

Section 2. Special temporary committees may be appointed and charged with specific duties and

responsibilities by the President or by an approved motion by the Board of Trustees. The membership of these committees must be approved by the Board.

Section 3. The members of the Nominating Committee shall be submitted by the President to the

Board of Trustees not later than the February meeting of the Board each year.

a) The committee shall consist of seven (7) members, three (3) of whom shall be members of the Board and four (4) of whom shall be from the voting membership at large who have not served on the Board for at least two years..

b) The committee shall select at least one nominee for each elective officer and trustee

position and shall mail a list of its nominees to all members of the congregation not less than thirty (30) days prior to the regular annual meeting of the congregation.

c) Membership on the Nominating Committee shall not bar any member from being

nominated for a Board position. Section 4. The Rabbi and President shall be non-voting ex-officio members of all permanent

committees headed by Vice Presidents and Trustees. The President and Rabbi may be invited to serve as non-voting ex-officio members on any temporary committee except the nominating committee.

Article XI: Nominations and Elections Section 1. Officers and trustees shall be elected at the regular annual meeting of the congregation

each year. The term of office shall commence on June 1 of the year of election, and continue for two (2) consecutive years.

Section 2. The candidates for office shall be those nominated by the Nominating Committee and

those nominated in accordance with Section 3 of this Article. Section 3. Upon written petition of five (5) voting members, any voting member may be nominated

for office.

a) Such petition shall be delivered to the Secretary of the Board of Trustees at least ten (10) days prior to the election meeting.

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b) The Secretary shall mail notice of the additional qualified nominees to all members of the congregation at least five (5) days prior to the election meeting.

Section 4. Nominations from the floor shall not be permitted at the election meeting, nor shall

write-in votes be counted. Section 5. Election of officers and trustees shall be by secret ballot except for those cases where

there is no contest. Proxies or other assignment of votes shall not be permitted. Section 6. Ballots shall be counted by the Nominating Committee. Any member of the Nominating

Committee who is on the ballot shall be excluded from counting for that office only. Results shall be announced immediately.

Section 7. Election to office shall be by simple majority. Run-off elections shall be limited to the two

candidates receiving the greatest number of votes. Section 8. In the event the President is elected to succeed himself/herself, the immediate Past

President shall also succeed himself/herself. Section 9. In the event that an office is not filled, the President, with a vote of a majority of the

Board members present at a Board meeting,all sitting Board members may appoint someone to fill the position until the next congregational election.

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Article XII: Vacancies and Removal of Officers and Trustees Section 1. The position of any officer or trustee shall be vacant under the following condition(s):

a) Upon his/her written or verbal resignation presented to the Board. b) In the event of death or disability. c) Upon removal by the Board or the congregation for just cause where just cause is

defined as the commission of any felonious or immoral act. Section 2. Any officer or trustee, after not less than ten (10) days written notice and an opportunity

to be heard, may be removed for just cause by two-thirds vote at a meeting of the Board of Trustees or majority vote at a meeting of the congregation.

Article XIII: Affiliated Organizations Section 1. Affiliated organizations may be formed with the approval of the Board of Trustees. Section 2. The constitutions and by-laws of all affiliated organizations shall be consistent with the

provisions of this constitution. Section 3. The President and Treasurer of every affiliated organization shall be a member of this

congregation. Should the affiliated organization have the President serve on the Board of Trustees, that President must be a voting member of this congregation.

Article XIV: Rules of Order The rules contained in Robert’s Rules of Order, latest revision, shall be used as a guide for meetings of the Board and the congregation, but shall not be used as a constraint on establishing agendas and/or preventing discussions of issues. The President or acting chair-person shall guide all proceedings. . Article XV: Amendments Section 1. Amendments may be initiated for presentation to the congregation by the Board of

Trustees after passage by a two-thirds vote of the sitting Board members present at a regular Board meeting; or by a member of the congregation who has submitted the proposed amendment in writing to the Board of Trustees accompanied by a petition signed by no fewer than five (5) percent of the voting membership of the congregation.

Section 2. The proposed amendment shall be sent to all voting members of the congregation no

less than thirty (30) days prior to the congregational meeting. Section 3. Presented amendments require an approval vote of a majority of the voting members in

attendance at a regular or special meeting of the congregation.