Hill Havurah By-Laws (as of 05/25/2021)
100 General
100.1 Mission
The Hill Havurah exists to meet and anticipate the spiritual, educational, religious, social, cultural and life cycle needs of a growing and evolving Jewish community on Capitol Hill and beyond while retaining the open and inclusive informality that reflects its membership and community. The corporation is organized solely for religious, educational and charitable purposes and will engage in no activity that is inconsistent with its exemption from federal taxation under section 501(c)(3) of the Internal Revenue Code.
100.2 Offices The operations of Hill Havurah and the principal office for the transaction of its business may be established at any place within or the District of Columbia by resolution of the Board of Directors (“Board”). As of the approval of these Bylaws, Hill Havurah is located at 212 East Capitol Street, NE, Washington, DC 20003.
101 Functions
101.1 The Hill Havurah will hold Shabbat services as well as observe and celebrate the High Holidays and other holidays throughout the year.
101.2 The Hill Havurah will celebrate life cycle events.
101.3 The Hill Havurah will develop and implement educational and social programs for children and adults.
101.4 The Hill Havurah will engage in additional activities and programs other than those specifically named but are consistent with the Hill Havurah’s mission.
102 Membership
102.1 Any person of 18 years of age or older who agrees to the philosophy and objectives of the Hill Havurah, as stated in these bylaws, may become a member with full voting rights.
102.2 The Board shall establish from time to time policies and procedures
governing membership, including policies establishing categories of membership and dues structures.
102.3 A member, to be in Good Standing, shall be current in all its financial obligations to Hill Havurah, consistent with any policies or procedures established by the Board, including any policy on accommodations for financial hardship.
102.4 Unless otherwise noted below, all adult members in Good Standing shall have the privilege 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. d. Have priority for their children in enrollment in the religious school or pre school programs.
e. Have priority to participate in all programs and activities of the Hill Havurah.
103 Governance
103.1 General. The business and affairs of Hill Havurah shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board. The Board may delegate duties related to Hill Havurah’s activities to any person or persons, management company or committee, however composed, provided that its activities and affairs be managed, and all corporate powers shall be exercised, under the ultimate direction of the Board.
103.2 Board Composition, Quorum, Action by Vote. a. The Hill Havurah shall be led by a Board made up of officers; a member of the ritual committee; one parent representative selected by the Gan Shalom program; and one parent representative from the Yavneh program; and members at large. The Board shall have no more than fifteen (15) members and no fewer than eleven (11) members. All members and officers shall be Hill Havurah b. A quorum shall be one more than half the number of the current members of the Board. Approval of a matter by a simple majority of Board members present at a meeting at which a quorum exists will be necessary for approval of an action.
103.3 Absences. Board members who miss more than four (4) Board meetings in one fiscal year may be asked to relinquish the position.
103.4 Election, Vacancies, Resignation. The Board and its officers shall be elected at the Annual Meeting of the Hill Havurah membership to be held in
May or June of each year. An election will occur every two years. If the membership elects a slate of fewer than 15 members, or vacancies occur during any term, the Board may select additional Board members to join. Members brought in the middle of a term shall serve the remainder of that two-year term. The Board needs to maintain at least 11 members at any given time. To resign from the Board, a Board member must send a notice in writing to either the Chair or the Secretary. It will be effective immediately unless the notice provides an alternative effective date.
103.5 Terms.
a. The term for members of the Board shall be two (2) years with a maximum of three (3) consecutive terms. Every two years, approximately one third (1/3) of the current Board members shall rotate off the Board, beginning with those who have served 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.
b. Determination of years of service shall be the responsibility of the Secretary in consultation with the Chair.
c. The Chair of the Board shall serve at least one (1) term on the Board prior to serving as Chair and shall serve no more than a total of two (2) terms as Chair. The Chair, as Immediate Past Chair, shall remain as a voting member of the Board ex-officio for one (1) term.
d. 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.
e. The Secretary and Treasurer shall serve no more than two (2) terms in that role. The Secretary or Treasurer can serve their third term in another executive committee role.
103.6. Nominating Committee.
a. Composition. In an election year, the Chair of the Board shall appoint the Chair of a Nominating committee by December 1 of the year, prior to the Annual Meeting, who shall select three (3) additional members of the Nominating Committee; one (1) who is a member-at-large of the community; one (1) who is a current member of the Board; and one (1) who is a parent representative of one of the Hill Havurah’s school programs, Gan Shalom or Yavneh. The charge of the committee shall be to submit to the Board recommendations for both Board members and its Officers for election or reelection at the Annual Meeting.
b. Duties. The Nominating Committee shall publish a notice to the membership by January 1 of the year that a new Board will be formed and state its desire to receive recommendations for officers and directors. Members should be asked to recommend either themselves or other members they know for Board
service. The Nominating Committee shall recommend to the Board a slate of officers and directors to be nominated and elected at the next Annual Meeting of members. The slate of nominees accepted by the Board shall be submitted to the membership with the notice of Annual Meeting. The slate of nominations shall be published to the membership thirty (30) days prior to the Annual Meeting, approximately at the end of April. At the discretion of the Chair, the Nominating Committee may also be asked to advise the Board on filling interim vacancies on the Board.
104 Executive Committee
104.1 The Officers of the Board shall be Chair, and/or Co-Chairs, Vice Chair, Secretary and Treasurer, who shall comprise an Executive Committee.
104.2 The Executive Committee shall act on business matters as necessary on behalf of the Hill Havurah between regular meetings of the Board only when such matters cannot await action until the next regularly scheduled meeting or when the Board has delegated a subject matter for Executive Committee action.
104.3 Any such actions taken shall be reported to the other Board members at the next Board meeting and reflected in the minutes of that meeting; except that no action can be taken by the Executive Committee to contradict, amend or repeal any resolution previously adopted the Board.
105 Chair, Duties and Authority
105.1 The Chair shall have and exercise general charge and supervision of the affairs of the Hill Havurah, subject to the approval of the Board, including oversight of clergy and other key employees that the Board identifies from time to time.
105.2 Except for express delegations by the Board to some other officer, employee or agent of Hill Havurah, the Chair shall sign, execute and acknowledge on behalf of the Hill Havurah all instruments and contracts authorized by the Board and is further authorized to approve and sign all checks, vouchers & notes and shall authorize electronic payments and credit card outlays along with the Treasurer, and this authority may be delegated, subject to appropriate conditions, to the Executive Director.
105.3 Appoint the Chairs of all committees, subject to the approval of the Board.
105.4 Submit an annual report at the Annual Meeting.
105.5 Serve as ex-officio member of any and all standing, special and ad hoc committees except the Nominating Committee.
105.6 Be responsible for ensuring that each employee of Hill Havurah be held to the terms of his/her employment. This responsibility can be fulfilled by a designee of the Chair.
105.7 Perform such other duties as assigned by the Board.
105.8 Assign additional responsibilities to other Board officers, committee chairs, and Board members as needed.
106 Vice Chair, Duties and Authority
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, Duties and Authority
107.1 Provide all notices, including meeting notices, to the members in accordance with these bylaws.
107.2 Oversee the proper maintenance of the books, reports, statements and all other documents and records required by law.
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 oversee distribution of the minutes of all Board meetings and Annual meetings and maintenance of copies of minutes and reports of all committee meetings.
108 Treasurer, Duties and Authority
108.1 The Treasurer shall be in charge of the congregation’s financial affairs, funds, securities and other valuable papers and shall oversee and be responsible
for the maintenance of the congregation’s financial records and the activities administered by any agent, including development of the annual budget for Board review and member approval.
108.2 The financial books and records of the Congregation shall be maintained at the principal office of the Congregation or at the office of the Treasurer and they shall be available at reasonable times upon reasonable notice for inspection by any member.
108.3 The Treasurer along with the Chair is further authorized to approve and sign all checks, vouchers and notes and may authorize electronic payments and credit card outlays. Pursuant to a Board resolution, this authority may be delegated, in whole or in part, to an agent, subject to the oversight of the Chair and Treasurer,
108.4 In general the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chair or by the Board.
109 Meetings
109.1. Frequency of Board Meetings. Meetings of the Board shall be held every month during the months of September through May. There shall be at least one meeting during the period June – August.
109.2 Meetings of Members In addition to the May Board meeting, there shall be an Annual Meeting scheduled for May of each year and convened no later than June 30 of each year. A quorum at the Annual Meeting shall be 30 members of the Hill Havurah in Good Standing. A simple majority of the votes entitled to be cast at a meeting at which a quorum is present shall be necessary for an action to be approved. The members present at the Annual Meeting come together to reflect on the past year, hear about upcoming activities, vote to approve the Nominated Board members during an election year, approve the annual budget, and / or vote on any changes to the Bylaws. In addition to the Annual Meeting, circumstances might require a special meeting of members, which can be called by the Chair or the Board of Directors.
109.3 Notices and Other Meeting Mechanics.
a. General. 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. All notices required under these Bylaws may be sent by electronic means. Whenever any notice is required to be given under the provisions of the DC Nonprofit Corporation Act or
under the provisions of Hill Havurah’s articles of incorporation or these Bylaws, a person entitled to such notice may waive notice, whether before or after the time required, by signing a written waiver of notice or by presence at a meeting for which notice was required.
b. Board Meeting Notices. Notice of all Board meetings shall be sent to each Board member at least seven (7) days before the date of the meeting. However, 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 three (3) days in advance.
c. Annual Meeting Notices. Notice of the Hill Havurah Annual Meeting shall be sent to each member at least forty-five (45) days in advance. Publication in the Shmoozy News or other electronic communication shall suffice as Notice. However, if the Board determines that Hill Havurah business requires a meeting on fewer than the specified days’ notice, notification to members shall be provided at the earliest practicable time no less than 14 days in advance.
d. Other Mechanics
1. All meetings of the Board shall be open to Hill Havurah members.
2. For each Board meeting and the Annual Meeting, the Chair shall prepare a draft working agenda of matters to be discussed at the Board and Annual Meetings, which shall be distributed with the meeting notice.
3. The minutes of each meeting of the Board shall contain the names of the members present, the members absent, the actions taken and the result of each vote.
4. A copy of the minutes of the prior meeting shall be supplied to each Board member in advance of the meeting and shall be presented for approval by the Board at each meeting.
5. One or more members of the Board may participate in a Board meeting or a committee of the Board held in person by means of conference telephone or similar communication equipment, provided all persons participating in the meeting can hear one another, and participation in a meeting under this section shall constitute presence in person at such meeting.
6. As circumstances warrant, meetings may be held through web or video conferencing or other technology whereby all participants are able to hear and see and participate in a way equivalent to physical presence by being able to pose questions, make comments and cast votes, and participation by such means shall constitute presence at the meeting.
110 Action by Board Members without a Meeting
110.1 Availability. Any action which may be taken at a meeting of the Board may be taken without a meeting under the following circumstances:
• A motion has been made, seconded and discussed by the Board at a prior meeting, but the final vote was postponed for further clarification and/or alterations;
• All clarifications and/or alterations have been fully communicated to the Board; and
• All questions have been made and addressed within five (5) days of the request for information.
110.2 Procedures. Each Director must sign and return to the Chair or Secretary a consent form agreeing to the proposed action, as described in the consent form provided to each Director. If sent by electronic means, the consent must include a statement that the Director intends his/her facsimile signature to be effective as if an original signature. Individual written consents may be returned by electronic means (e.g., via email). Hard copy consents also may be hand delivered or sent by mail if time permits. The Chair will determine a reasonable deadline for the return of the consents based on the exigencies of the situation calling for informal action without a meeting. Any action so taken shall be included on the agenda of the next Board meeting in order for the approved action to be reflected in the minutes of the meeting as part of Hill Havurah’s official record.
111 Committees and Service Providers
111.1 The Board by resolution of a majority of its members may establish (and therefore dissolve) such other executive, standing, or, task forces, or retain the services of clergy, other employees and contractors to perform such functions as the Board from time to time may deem appropriate to delegate.
111.2 The Committee Chairs, as appointed by the Chair, shall select members to serve on such committees.
111.3 Committee reports shall be submitted to the Secretary, Vice Chair or Chair, preferably in writing in advance of each Board meeting, as requested or as circumstances warrant.
111.4 No person shall serve as the Chair of more than one committee, unless deemed necessary by the Board.
112 Bylaws Amendments
112.1 These Bylaws may be amended by a vote of a majority of members at the Annual Meeting or at a meeting called specifically for that purpose at which a quorum is present. Bylaw amendments must first be approved by the Board.
112.2 The notice of any meeting at which such action is proposed shall have stated the substance of the proposed Bylaws amendments.
112.3 The notice of such specially convened meeting shall have been provided to the members at least seven (7) days before the date of the meeting.
112.4 Whenever feasible, all interested parties shall have been afforded a reasonable opportunity to comment on the proposed amendments.
113 Parliamentary Authority
113.1 The rules contained in Robert’s Rules of Order Revised may be a reference for the Hill Havurah Board meetings, Annual Meetings, and all standing and other committees to the extent they are consistent with these Bylaws.
114 Fiscal Matters
114.1 The fiscal year of the Hill Havurah shall be August 1 through July 31.
114.2 The funds of the Hill Havurah shall be kept in such place or places as shall be determined from time to time by the Hill Havurah Board.
114.3 In accordance with Section 108.3, the Treasurer or a duly appointed delegate is authorized to make all disbursements for the Hill Havurah. However, disbursements for unbudgeted outlays 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 or by such other means as the Board by resolution may provide. All deposits to bank or other accounts maintained by the Hill Havurah shall be substantiated by passbook entries or duplicate deposit slips or electronic credits to the accounts accessible to the Hill Havurah.
114.4 The Chair may approve the expenditure of unbudgeted funds up to and including $1,000.00. The Executive Committee can, by unanimous vote, approve unbudgeted expenses in excess of $1,000 but under $5,000. The Board shall approve, by majority vote, the expenditure of unbudgeted funds of $5,000 or more.
114.5 The Treasurer shall prepare annually and submit to the Board for its approval at the meeting before the Annual Meeting of the Hill Havurah’s fiscal
year a budget for the Hill Havurah’s operations for the next fiscal year. The budget shall provide an estimate of the resources required to sustain the operations of the Hill Havurah and the minimum contribution identified for each membership class (i.e., membership dues). The Board shall post the minimum contribution for each membership class on the Hill Havurah website each year after approval of the budget at the Annual Meeting.
114.6 No part of the net income of the Hill Havurah shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501 (c)(3) purposes. No substantial part of the activities of the organization shall be the carrying on of propaganda or otherwise attempting to influence legislation; the organization shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.
114.7 Notwithstanding any other provision of these Bylaws, the organization shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501 (c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code).
114.8 Upon dissolution of the Hill Havurah the assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, (or successor section of any future Federal tax code), as decided by the membership, keeping in mind the religious purpose for which Hill Havurah was established, or else will be distributed to the Federal Government, or to a state or local government for a public purpose.
116 No Personal Liability
The Members, Directors, Officers, clergy and other employees of the Congregation shall not be personally liable for any debt, liability, or obligation of Hill Havurah. All persons, corporations or other entities extending credit to, contracting with, or having claims against Hill Havurah may look only to the funds and property of Hill Havurah for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise be due and payable to them from Hill Havurah.
117 Indemnification
117.1. Right to Indemnification. To the extent permitted by applicable law, and consistent with its tax-exempt status under the appropriate subsection of Section 501(c) of the Internal Revenue Code of 1986, as amended, and with the Employee
Retirement Income Security Act of 1974, as amended, or with any successor statutes, the Hill Havurah shall indemnify and reimburse out of the corporate funds any person, or the personal representative of any person, who at any time serves or shall have served as a Director, Officer, employee or other agent of Hill Havurah, or member providing a service, or who serves or shall have served at its request as a director, officer, employee, whether or not in office at the time, against and for any and all claims and liabilities to which he or she may be or become subject by reason of such service, and against and for any and all expenses necessarily incurred in connection with the defense or reasonable settlement of any legal or administrative proceedings to which he or she is made a party by reason of such service, except with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Hill Havurah. In effecting such indemnity and reimbursement, the Directors and Officers of the Hill Havurah may enter into such agreements and make such payment or payments and take such other action, including employment of counsel to defend against such claims and liabilities, as may in their judgment be reasonably necessary or desirable. Such indemnification or reimbursement shall not be deemed to exclude any other rights or privileges to which such person may be entitled.
117.2 Indemnification in Advance of Final Disposition of Action. Indemnification of the persons specified in Section A of Article X may include payment by the Hill Havurah of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an agreement by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this Bylaw.
117.3 Effect of Bylaw Amendments. Any repeal or modification of Section A of this Article X shall not adversely affect any right or protection stated herein with respect to any act or omission occurring before the effective date of such repeal or modification. If any provision of this Article or any part of it shall be held to be prohibited by or invalid under applicable law, such provision or part thereof shall be deemed amended to accomplish the objectives of the provision or part thereof as originally written to the fullest extent permitted by law, and all other provisions or parts shall remain in full force and effect.
117.4 Operating Expenses. All liability, loss, damage, cost and expense incurred by Hill Havurah by reason or arising out of or in connection with the
foregoing indemnification provisions shall be treated as operating expenses of Hill Havurah.
117.5 Actions by Hill Havurah. In the event Hill Havurah brings any action against any person entitled to indemnification, such person shall be entitled to indemnification if such party prevails in the action brought.
117.6 Insurance. The Board may purchase and maintain insurance on behalf of any person who is or was an Indemnified Party against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, regardless of whether Hill Havurah would have the power to indemnify him/her against such liability hereunder or otherwise, provided, however, that the cost of such insurance shall be reasonable in relation to the risks involved.