Congregation Shir Ami of Oak Park, IllinoisOfficers of the Corporation | Communal Kashrut | By-laws of Congregation Shir Ami
Directors:
All directors can be contacted by email.
Kashrut is applied strictly when we eat together at events sponsored by the congregation. We serve only items which conform to the rules below.
Kashrut is applied according to the customs of the house when we eat together at events sponsored by a host family.
Our congregation is incorporated in the State of Illinois under Chapter 501(c)(3) for non-profit corporations. The by-laws were adopted in 1982 and last amended in 1987.
ARTICLE I: OFFICES
The corporation shall maintain in the State of Illinois a registered office and registered agent at such office and may have other offices within or without the State.
ARTICLE II: MEMBERS
Section 1: Qualification for Membership. Any Jewish man of the age of 13 years and older and any Jewish woman of the age of 12 years and older is qualified for membership in the corporation.
Section 2: Application for Membership. Any person who is qualified for membership may apply to the Secretary of the Board of Directors for membership in the corporation. Upon application for membership, the person shall be deemed a member of the corporation.
Section 3: Rights of Members. Members shall have the right to
Section 4: Termination of Membership. The Board of Directors by affirmative vote of two-thirds of all of the members of the Board may suspend or expel a member for cause after an appropriate hearing and may, by a majority vote of those present at any regularly constituted meeting, terminate the membershipof any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article of these bylaws.
Section 5: Resignation. Any member may resign by filing a written resignation with the Secretary of the Board of Directors, but such resignation shall, not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section 6: Reinstatement. Upon written request signed by a former member and filed with the Secretary of the Board of Directors, the Board of Directors may by affirmative vote of two-thirds of the members of the Board reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
Section 7: Transfer of Membership. Membership in this corporation is not transferable or assignable.
ARTICLE III: BOARD OF DIRECTORS
Section 1: General Powers. The affairs of the corporation shall be managed by the Board of Directors.
Section 2: Number of Directors. The number of directors shall be 10. The number of directors may be decreased to not fewer than 3 or increased from time to time upon amendment of this section pursuant to Article III, Section 2 of these bylaws.
Section 3: Qualifications for Board of Directors. Any person of the age of 18 years and older who has been a member of the corporation for 6 months or longer is qualified for the Board of Directors if he/she states
Section 4: Application for Membership on the Board. Any member who is qualified for membership on the Board of Directors may apply to the Board of Directors for election to the Board.
Section 5: Election to the Board of Directors. Upon receipt of an application for membership on the Board of Directors, the Board of Directors shall determine whether to amend Article III, Section 2 of these bylaws pursuant to Article of these bylaws to increase the number of the Board of Directors and shall then vote on the application. An affirmative vote of three-quarters of the Board of Directors present at a duly constituted meeting shall be required for election to the Board of Directors.
Section 6: Tenure. Each director shall hold office until the first meeting of the Board of Directors held in the next Jewish year. At that meeting, the Board of Directors will vote on the reelection of each director, provided that a director shall not vote on his/her reelection. An affirmative vote of a majority of the directors present at that meeting shall be required for reelection. Upon the reelection of the Board of Directors, Article III, Section 2 of these bylaws shall be amended to provide for a number of the Board of Directors equal to the number reelected.
Section 7: Regular meetings. The Board of Directors may hold regular meetings of the Board of Directors from time to time, setting the time and place of the next regular meeting by resolution adopted at the close of the prior meeting, provided that verbal notice of the meeting be given at the next Sabbath Morning Service.
Section 8: Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the board may fix any place as the place for holding any special meeting of the board called by them.
Section 9: Notice. Notice of any special meeting of the board of directors shall be given at least two days previously thereto by written notice to each director at his/her address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Notice of any special meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of such meeting unless specifically required by law or these bylaws.
Section 10: Quorum. One-third of the Board of Directors shall constitute a quorum for the transaction of business at any meeting, provided that two-thirds of the Board of Directors shall constitute a quorum for amendment of these bylaws, for election to the Board of Directors, for reelection of the Board of Directors, for hiring of employees, and for the approval of expenditures over $300, and, provided that if less than one-third of the directors are present at said meeting, a majority of the directors present may adjourn the meeting to another time.
Section 11: Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, these bylaws, or the articles of incorporation.
Section 12: Compensation. Directors shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for each regular or special meeting of the board, provided that nothing herein contained shall be construed to preclude any director from being reimbursed for any reasonable expenses on behalf of the corporation or to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.
ARTICLE IV: OFFICERS.
Section 1: Officers. The officers of the corporation shall be a President, a Vice President, a Treasurer, and a Secretary. All officers shall be members of the Board of Directors.
Section 2: Election and Term of Office.
a. President and Vice President. The Vice President of the corporation shall be elected bi-annually by the Board of Directors at the first meeting after Rosh Hodesh Nisan and at the first meeting for Rosh Hashanah. Upon the expiration of a person’s term as Vice President, he/she shall become President until the election of the next Vice President. No person may be Vice President more than once in two years.
b. Secretary and Treasurer. The secretary and treasurer of the corporation shall be elected annually by the Board of Directors at the first meeting after Rosh Hashanah.
c. Vacancies. Vacancies may be filled at any meeting of the Board of Directors.
d. If the election of officers shall not be held at the meetings designated in these by-laws, such election shall be held as soon thereafter as conveniently possible. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified or until his/her death or until he/she shall resign or shall have been removed in the manner hereinafter provided.
e. Election of an officer shall not of itself create contract rights.
Section 3: Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4: President. The president shall be the principal executive officer of the corporation. Subject to the direction and control of the Board of Directors, he/she shall be in charge of the business and affairs of the corporation; he/she shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board of Directors; and, in general, he/she shall discharge all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors. He/she shall preside at all meetings of the members and of the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Board of Directors or these by-laws, he/she may execute for the corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed and he/she may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument. He/she may vote all securities which the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the Board of Directors.
Section 5: Vice President. The vice president shall assist the president in the discharge of his/her duties as the president may direct and shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors. In the absence of the president or in the event of his inability or refusal to act, the vice president shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Board of Directors or these by-laws, the vice president may execute for the corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and he/she may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.
Section 6: Treasurer. The treasurer shall be the principal accounting and financial officer of the corporation. He/she shall:
Section 7: Secretary. The secretary shall record the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the corporation; keep a register of the post office address of each member which shall be furnished to the secretary by such member; and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors.
ARTICLE V: COMMITTEES.
Section 1: Committees of Directors. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the Board of Directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law.
Section 2: Other Committees. Other committees not having and exercising the authority of the Board of Directors in the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the president of the corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.
Section 3: Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4: Chairperson. One member of each committee shall be appointed chairperson.
Section 5: Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6: Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7: Rules. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.
ARTICLE VI:. CONTRACTS, CHECKS, DEPOSITS AND FUNDS.
Section 1: Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.
Section 2: Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the corporation.
Section 3: Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.
Section 4: Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.
ARTICLE VII: BOOKS AND RECORDS.
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE VIII: FISCAL YEAR.
The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
ARTICLE IX: DUES.
Section 1: Annual Dues. The Board of Directors may determine from time to time the amount of annual dues payable to the corporation by members and the payment schedule(s) for said dues.
Section 2: Default and Termination of Membership. When any member of any class shall be in default in the payment of dues for a period of _______ months from the beginning of the period for which such dues become payable, his membership may thereupon be terminated by the Board of Directors in the manner provided in Article II of these by-laws.
ARTICLE X: SEAL.
The corporation seal shall have, inscribed thereon the name of the corporation and the words "Corporate Seal, Illinois".
ARTICLE XI: WAIVER OF NOTICE.
Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provisions of the articles of incorporation or the by-laws of the corporation, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII: AMENDMENTS.
The power to alter, amend or repeal the by-laws or adopt new by-laws shall be vested in the Board of Directors.
The foregoing was adopted April 1, 1982.
At the meeting of the Board of Directors on May 25, 1983, the directors, the required 2/3 assenting, agreed to revise the by-laws of the congregation pertaining to the election of directors and officers.
The first sentence of Section 6 of Article III of the by-laws is amended and restated to read as follows:
"Each director shall hold office until the meeting scheduled by the board of directors for election of directors and officers following Shavuot in each year."
Section 1 of Article IV of the by-laws is amended and restated to read as follows:
"Section 1: Officers. The officers of the corporation shall be a president, a vice-president, a treasurer, a recording secretary, and a corresponding secretary. All officers shall be members of the Board of Directors."
Subsections (a) and (b) of Section 2 of Article IV of the by-laws are amended and restated to read as follows:
"Section 2: Election and Term of Office.
a. All officers shall be elected by the Board of Directors for a term of one year, or until their succesors are elected and assume office. Elections shall take place during the spring of each year, following Shavuot, at a meeting scheduled for such purpose by the Board of Directors. Nominations for offices shall be solicited no later than the meeting of the Board of Directors preceding the election. The names of the nominees shall be submitted to each member of the Board of Directors before the meeting at which new officers are to be elected. Nominations from the floor shall be solicited at the meeting. Elections shall be by secret ballot, with elections held in the following sequence: president, vice president, recording secretary, corresponding secretary, and treasurer. The results of election for each office shall be confirmed before votes for the next office are cast.
b. No Director shall hold the office of president more than once in every four years."
The following two sentences are hereby added to Section 5 of Article IV of the by-laws:
"The vice-president shall have membership and publicitiy as specific areas of responsibility, including involving members in congregational activities, hospitality of members to one another, to new members, and to guests, greeting guests at services and introducing them to others present, publicity of congregational activities, and advertising. In fulfilling these responsibilities, it is intended that the vice-president have the assistance of members of the Board of Directors, individually or by committees, from whom he or she may request assistance."
The following new Section 8 is hereby added to Article IV of the by-laws:
"Section 8. Corresponding Secretary. The corresponding secretary shall be responsible for the social correspond- ence of the congregation, including, for example, acknowledging contributions received by the congregation, and sending letters of welcome to new members. The corresponding secretary shall also assist the vice-president in discharging his or her responsibilities with respect to membership and publicity."
The following amendments to the by-laws were approved by the Board of Directors on July 19, 1984:
Article II Section 2 (Application for membership) was changed to read:
"Any person who is qualified for membership may apply in writing to the Treasurer of the Board of Directors for membership in the corporation. The application for membership shall include name, address, phone number, and a commitment to pay dues to the corporation."
Article III Section 3 (Qualifications for Board of Directors) was changed to read:
"Any person of age eighteen years and older who is a member of the corporation is qualified for the Board of Directors if: (a) He/she has been a member of the corporation for at least three months; (b) He/she has attended at least 2 meetings of the Board of Directors; (c) He/she makes a religious to the corporation by regular attendance at worship services; (d) He/she makes an organizational commitment to the corporation by participating in, planning, and carrying out activities of the corporation; and (e) He/she makes a financial commitment to the corporation by payment of dues."
The following amendment to the by-laws were approved by the Board of Directors on June 10, 1987:
"ARTICLE III. BOARD OF DIRECTORS
Section 10: Quorum. One-third of Board of Directors shall constitute a quorum for transaction of business at any meeting provided a simple majority of the board shall constitute a quorum for election to the board, reelection to the board, hiring of employees and approval of expenditures between 5% and 10% of total budgeted expenditures for the year. And provided that two-thirds of the Board of Directors shall constitute a quorum for amendment of these by-laws, election of officers, approval of expenditures over 10% of total budgeted expenditures for the year, and provided that if less than one-third of the directors are present at said meeting, a majority of the directors present may adjourn the meeting to another time."
©1982, 2010 Congr. Shir Ami of Oak Park, Illinois
Tel. 708-386-5860
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