BSKI BY-LAWS

(Approved by the Congregational Meeting on May 20, 2004)

ARTICLE I NAME

Section 1. The name of this congregation shall be Brith Sholom Kneseth Israel Congregation.

ARTICLE II OBJECT

Section 1. The object of this congregation shall be to establish and maintain a synagogue and such related activities as will help further the cause and objectives of the synagogue and Conservative Judaism.

ARTICLE III OFFICES

Section 1. The principal office of the congregation shall be in the County of St. Louis, Missouri or at such other place as the Board of Trustees may from time-to-time determine.

ARTICLE IV MEMBERSHIP

Section 1. Members: The membership of this congregation shall be composed of persons of the Jewish faith interested in fostering the object and purpose for which the congregation is organized and in subscribing to the principles of Judaism as practiced by the congregation.

Section 2. Classes: The Board of Trustees may from time-to time establish different classes of membership.

Section 3. Dues: The Board of Trustees may from time to time establish a schedule of dues, charges, contributions and assessments for membership and may, upon recommendation of the Membership Committee, provide special dues classifications for families, newlyweds, single or widowed persons, young, old and the needy.

Section 4. Qualifications: The Board of Trustees may from time to time establish rules and regulations pertaining to the qualifications, admission, withdrawal and expulsion of members.

Section 5. Privileges: All members in good standing shall have the privilege of using all of the facilities of the congregation under such terms and regulations and according to such charges as may be determined by the Board of Trustees from time to time, including the right to attend meetings, hold office, participate in activities of affiliated organizations, attend religious services, and enroll their children in the religious schools.

Section 6. Liability: Members shall not be responsible for the payment of any congregation debts.

Section 7. Annual Meeting: The congregation shall hold an annual meeting during the month of May for the general membership at such time and place as may be designated by the Board of Trustees.

Section 8. Special Meeting: Special meetings of the membership may be called by the President, by the Board of Trustees, or by petition of 25 members in good standing. The purpose of such meeting shall be stated in the call thereof.

Section 9. Procedure: At least five days written notice of all meetings of the membership shall be given to the membership

A quorum at a membership meeting shall consist of 25 members or 10% of the members, whichever shall be smaller. A majority vote of those members present and voting shall be sufficient for the transaction of business, provided a quorum shall be present. No member shall be permitted to vote by proxy. Husbands and wives shall be entitled to separate votes, even though they are members of the same household and are covered by one family membership.

Section 10. Notices: Whenever notice is required by these By-Laws to be given to the members of the congregation, one notice mailed to any address shall constitute notice to all members residing at such address.

ARTICLE V BOARD OF TRUSTEES

Section 1. General Power: The affairs of the congregation shall be managed by the Board of Trustees.

Section 2. Number, Tenure and Qualifications: The number of elected trustees of the congregation shall be 45. At the election of Trustees in 1974, fifteen shall be elected for a term of one year, fifteen shall be elected for a term of two years, and fifteen shall be elected for a term of three years. Thereafter each Trustee shall be elected and hold office for a term of three years and until his or her successor shall have been elected and qualified. A trustee may be elected to succeed himself or herself. No person shall serve as Trustee who is not a member of the congregation in good standing.

Section 3. Additional Trustees: Each affiliated organization may elect or designate not more than two members of such affiliated organization to be members of the Board of Trustees to serve for a term of one year, with the right to succeed himself or herself. The President of each of these organizations, or his/her designee, shall be one of the two additional trustees.   All past Presidents of the congregation shall be members of the Board of Trustees.

Section 4. Professional Trustees: The rabbis, cantors, educational directors, and executive directors shall be non-voting members of the Board of Trustees, and their terms shall last so long as they hold such office.

Section 5. Election of Trustees: Trustees of the congregation shall be elected at the annual meeting of the membership and shall assume their duties on the first day of the month after such meeting.

Section 6. Vacancies: Any vacancies occurring in the Board of Trustees by reason of death, resignation or an increase in the number of Trustees shall be filled by appointment by the Board of Trustees. A Trustee who is appointed to fill a vacancy shall assume his or her duties immediately and shall be appointed for the unexpired term of his or her predecessor and until his or her successor shall have been elected and qualified.

Section 7. Regular Meetings: The Board of Trustees shall hold at least six regular meetings per year. The purpose of such meeting need not be stated in the call thereof, except that if one of the purposes of any such meeting shall be to employ, discharge or fail to renew the contract of a professional employee, or to change the schedule of dues, charges, contributions or assessments for membership, or to borrow money in excess of $25,000.00, such purpose shall be stated in the call of such meeting.

Section 8. Special meetings: Special meetings of the Board of Trustees may be called by or at the request of the President or any ten Trustees. The purpose of such meeting shall be stated in the call thereof.

Section 9. Place: All meetings of the Board of Trustees shall be held at the synagogue.

Section 10. Notice: Written notice of all regular and special meetings of the Board of Trustees shall be given to each Trustee, which notice shall state the time and place of such meeting and shall be sent by mail at least five days before such meeting addressed to any last known residence or place of business of each Trustee. A Trustee may waive notice of any meeting, and the attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting.

Section 11. Vote: All members of the Board of Trustees serving pursuant to Sections 2 and 3 hereof shall be entitled to vote at any meeting of the Board of Trustees at which they are in attendance, provided a quorum shall be present. No Trustee shall be permitted to vote by proxy.

Section 12. Quorum: Fifteen members of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees, provided that if less than fifteen Trustees are present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.

Section 13. Manner of Acting: The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees.

Section 14. Removal: Any Trustee elected by the membership or appointed by the Board of Trustees may be removed by the Board of Trustees, whenever in the judgment of 2/3 of the Trustees present, provided there is a quorum, the best interests of the congregation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

ARTICLE VI   OFFICERS

Section 1. Officers: The officers of the congregation shall be a President, a First Vice-President, a Vice-President for Ritual, a Vice-President for Administration, a Vice-President for Physical Plant, a Vice-President for Finance and Development, a Vice-President for Education and a Vice-President for Outreach , Secretary, Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. No two offices may be held by the same person.

Section 2. Qualifications: No person shall be elected an officer of the congregation who shall not have been a member of the congregation in good standing for at least three continuous years immediately prior to the date of election.

Section 3. Election and Term of Office: The officers of the congregation shall be elected from among the Board of Trustees at the annual meeting of the membership of the congregation, except that Trustees serving pursuant to Section 4 of Article V shall not be eligible to be officers. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as it conveniently may be. Officers shall be nominated by the Nominating Committee or by petition of members in the same fashion and with the same notice as is required for election of Trustees. Each officer shall assume his or her duties on the first day of the month after his or her election and shall be elected and hold office for a term of two years and until his or her successor shall have been duly elected and qualified, until his or her death or resignation, or until he or she shall have been removed in the manner hereinafter provided. Any officer may be elected to succeed himself or herself.

Section 4. Vacancies: Vacancies may be filled or new offices created and filled at any annual or special meeting of the membership, or until the next annual meeting of the membership, at any regular or special meeting of the Board of Trustees.  

Section 5. Removal: Any officer elected by the membership or appointed by the Board of Trustees may be removed by the membership, whenever in the judgment of 2/3 of the members present, provided there is a quorum, the best interests of the congregation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

ARTICLE VII DUTIES OF OFFICERS

Section 1. President: The President shall preside at all meetings of the membership and of the Board of Trustees, shall sign all notes, agreements or other instruments in writing made and entered into for or on behalf of the congregation, shall supervise the chief administrative staff person (Executive Director, Office Administrator, or other title) and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time-to-time.  

Section 2.   First Vice-President: In the absence of the President or in the event of his or her inability or refusal to act, the First Vice-President, shall perform all of the duties of the President and such other duties as may be prescribed by the Board of Trustees from time to time.
In the event that both the President and the First VP are unable or unwilling to perform the duties of President, the Secretary shall convene the Board as soon as possible, and the Board shall designate an interim President from among the Vice-Presidents to act until the next Annual Meeting, or until the President or First Vice-President is able to act, whichever comes first.

Section 3. Secretary: The Secretary shall keep an accurate record of the proceedings and the minutes of meetings of the membership and of the Board of Trustees, and shall give notice of the meetings of the membership and of the Board of Trustees where required by law or by these By-Laws. He or she shall be the custodian of the congregation's records and shall perform such other duties as may be prescribed by the Board of Trustees from time-to-time.

Section 4. Treasurer: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the congregation. He or she shall keep an accurate account of all transactions of the congregation and of all money received and paid out, and he or she shall deposit or cause to be deposited all funds of the congregation in the congregation's name in such bank, trust company or other depository as may be designated by the Board of Trustees in accordance with the provisions of Article XI of these By-laws, and he or she shall perform such other duties as may be prescribed by the Board of Trustees from time-to-time.

Section 5. Other Officers: Other officers elected by the membership or appointed by the Board of Trustees shall perform such other duties as may be prescribed by the Board of Trustees from time-to-time.

Section 6. Bonding: The President, the Treasurer and such other persons as may be designated by the Board of Trustees may be bonded at the expense of the Congregation in such form and amount as may be required by the Board of Trustees.  

Section 7.    Each Vice-President shall be designated as responsible for specific committees, may also chair a committee.

ARTICLE VIII AFFILIATED ORGANIZATIONS

Section 1. Types: The affiliated organizations of this congregation shall be the Women's League, the Men's Club, the United Synagogue Youth, or their successors, and such other affiliated organizations as shall be authorized by the Board of Trustees.

Section 2. Activities: The activities of all affiliated organizations of the congregation shall be conducted in such a manner as will advance the object, purposes and best interests of the congregation.

Section 3. By-Laws: The By-Laws and other objectives of all affiliated organizations shall be consistent with these By-Laws and the objectives of the congregation.

Section 4. Finances: The affiliated organizations shall advise the Board of Trustees in advance of all fund raising activities.

ARTICLE IX COMMITTEES

Section 1. Standing Committees:
The congregation shall have the following standing committees: Building and Grounds, Education, Budget and Finance, Fund Raising, Membership, Personnel, Ritual, Social Action, Development, Public Relations and Publicity, Israel Information and Education, and Nominating Committee.

Section 2. Additional Committees:
Additional committees may be created from time to time by the Board of Trustees with such powers and for such purposes and duration as may be designated.

Section 3. Membership:
The Chairs of all committees shall be appointed by the President. Chairs, Co-Chairs, and members of every committee shall be members of the congregation in good standing. Chairs of all committees shall be selected from among the Board of Trustees, Co-Chairs and members of all committees shall not be required to be members of the Board of Trustees, provided they shall be members of the congregation in good standing. Co-chairs, if any, and members of the Nominating, Finance and Personnel committees shall be proposed by the Chair, in consultation with the President, and submitted to the Board of Trustees for review and approval on an annual basis. Co-chairs, if any, and members of all other standing committees shall be congregational members in good standing, including but not limited to Trustees, with an interest in the work of the committee and appointed by the Chair, in consultation with the President. Each Chair shall assist the office in maintaining an updated list of committee members    

Section 4. Term:
The Chair, Co-Chairs if any, and members of all standing committees shall serve for a period of one year, unless sooner removed by the President with the approval of the Board of Trustees. Thereafter, the Chairs and Co- Chairs may serve at the discretion of the President, except that Chairs and Co-Chairs shall be subject to a maximum term of six consecutive years. For good cause, the Board of Trustees may vote to waive the term limit in a particular case.

Section 5. Membership Committee:
The Membership Committee shall receive and investigate applications for membership and present them for appropriate action to the Board of Trustees, and shall maintain contact with Jewish families in the community which are not affiliated with any congregation, particularly new families, with the view of inviting and encouraging them to become members of the congregation. When the occasions arise, this committee shall also investigate resignations of members and shall initiate action for the suspension or expulsion of members.

Section 6. The Budget and Finance Committee
The Budget and Finance Committee shall periodically review the financial operations of the congregation and shall report their findings from time to time in meetings of the Board of Trustees. The committee shall present to the Board of Trustees for its approval a proposed budget for the following fiscal year. The Treasurer shall be an ex-officio member of the committee.

Section 7. Education Committee:

The Education Committee or committees shall supervise the school or schools of the congregation, including elementary, secondary and adult education, and shall determine policy and formulate rules and regulations for the administration of such schools, subject to the approval of the Board of Trustees.   The Youth Subc ommittee shall develop and administer a program of youth activities for the congregation.

Section 8. Ritual Committee:

The Ritual Committee shall in collaboration with the Rabbis, establish general policy and shall formulate rules and regulations for all religious services of the congregation, subject to the approval of the Board of Trustees. The Committee shall not interfere with the freedom of the pulpit enjoyed by the Rabbis, and it shall offer to the Rabbis such advice and guidance as they may require regarding the character and mode of the various services.

The Committee shall supervise seating arrangements for services during the High Holy Days and at other times during the year and shall have the responsibility of appointing Gabbaim and ushers for the various services.  

Section 9. Personnel Committee:
Personnel Committee shall interview candidates for positions of Rabbi, Cantor, Educational Director and Executive Director, and shall make recommendations to the Board of Trustees concerning the employment and discharge of such persons. Such recommendations shall be made in consultation with appropriate Committees. In addition, the Personnel Committee shall employ, supervise and discharge all other employees of the congregation, subject to such review as the Board of Trustees may deem appropriate.

Section 10.: Building and Grounds Committee

The Building and Grounds Committee shall manage, supervise, and make recommendations to the Board of Trustees for operation, repair, and maintenance of the synagogue building and any other real estate owned or occupied by the congregation.

Section 11. Fund Raising Committee:

The Fund Raising Committee shall develop and evaluate recommendations to the Board of Trustees for fund raising activities and events, and shall, in conjunction with such ad hoc committees as may be appointed, oversee the planning and implementation of such activities and events as are approved by the Board of Trustees.

Section 12. Social Action Committee:
The Social Action Committee shall develop and implement, or oversee the implementation of activities whereby the congregation and its members may help to satisfy unmet needs in the community.

Section 13.   Development Committee:  
The Development Committee shall lead major development campaigns, with the approval of the Board of Trustees.

Section 14.   Public Relations and Publications Committee.  
The Public Relations and Publications Committee shall provide proper notice to membership and community at large of services and programs being held in or sponsored by the congregation.   The Committee shall generate press releases or other publications in a timely manner and work closely with synagogue leadership, and professional staff, and all committees. The Committee shall supervise all publication activities of the Staff.   The Committee shall appoint at least one person to supervise the content and layout of the bulletin, as well as other publications, including but not limited to the BSKI Web Site.

Section 15.   Israel Information and Education Committee.  
The Israel Information and Education Committee shall c oordinate the congregation's efforts to provide information and education about Israel. It shall provide a forum where a variety of views may be expressed.   It shall inform members about Israel, its people, culture and history, Jewish life in Israel, and current events.

Section 16, All Committees shall advise the Board of Trustees in advance of all substantial fund raising activities.

Section 17, The Nominating Committee shall submit a list of nominees for the Board of Trustees to the annual meeting of the membership, and such list shall be mailed to all members of the congregation at least twenty days prior to the date of said annual meeting. In addition, any person may be nominated for the Board of Trustees by a petition of at least ten members, provided notice of such nomination shall be mailed to all members of the congregation at least ten days prior to the date of said annual meeting. Such mailings shall be by and at the expense of the congregation.

The Nominating Committee shall provide orientation to new Board members and promote Board development activities.   In addition, the Nominating Committee shall maintain an accurate list of Board Members, number of members, and length of terms.

The   Nominating Committee shall be composed of seven persons, of which at least one shall, if available, be a past president of the congregation, at least three shall be Trustees, at least one shall not be a Trustee but shall be a member of the congregation and the First Vice President shall be a member of the committee, if available. The President shall designate the Chairperson of the Nominating Committee.

ARTICLE X EMPLOYEES

Section 1. Professional Employees: The Board of Trustees shall from time to time employ such of the following professional employees as they shall deem necessary for the congregation: Rabbis, Cantors, Educational Directors, and Executive Directors. Each professional employee shall perform such duties, shall be compensated in such amounts, and shall serve for such terms and under such conditions as shall be agreed upon between such professional employee and the Board of Trustees. Professional employees may be hired under a one year contract, but the Board of Trustees has the option to provide up to a three-year contract when appropriate. The board of trustees may provide for longer periods of employment by contract with the Rabbis and Cantors.

Section 2. Rabbi: Among other duties, the Chief Rabbi, together with other Rabbis, if any, shall have supervision of the religious services and spiritual affairs of the congregation. The Chief Rabbi shall have the overall responsibility of implementing the aims and objectives of the congregation. Rabbis shall enjoy the freedom of the pulpit. At the same time they shall seek the advice and guidance of the Board of Trustees to determine the views of the congregation and the most effective way of discharging their duties.

Section 3. Other Employees: Except as provided in Article IX, Section 10, all other employees of the congregation shall be hired and discharged by the Board of Trustees or by any person authorized by the Board of Trustees upon such terms and conditions as may be prescribed by the Board of Trustees.

ARTICLE XI CONTRACTS, SALARIES AND FINANCIAL AFFAIRS

Section 1. Contracts: The Board of Trustees may authorize any officer or officers , agent or agents of the congregation to enter into any contract or execute and deliver any instrument in the name and on behalf of the congregation, and such authority may be general or confined to specific instances.

Section 2. Salaries: No officer shall receive any salary or compensation for his or her service as such officer unless and until a salary or other compensation shall be fixed by the action of the Board of Trustees. Salaries of all agents or employees of the congregation for services rendered to the congregation shall be fixed by the action of the Board of Trustees.

Section 3. Loans: No loans shall be contracted on behalf of the congregation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees.

Section 4. Operating Expenses: Operating expenses shall be paid by such officers as may be authorized by the Board of Trustees.

Section 5. 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 congregation, shall be signed by such officer or officers, agent or agents of the congregation and in such manner as shall from time-to-time be authorized by the Board of Trustees.

Section 6. Deposits: All funds of the congregation shall be deposited to the credit of the congregation in such banks, trust companies or other depositories as the Board of Trustees may select.

Section 7. Contributions: The congregation may receive contributions, gifts and bequests of money or property of any kind for congregation purposes. The Board of Trustees may dispose of any of the property of the congregation by sale, gift or otherwise whenever such property shall no longer be required for congregation purposes.

Section 8. Indemnification: Trustees, officers, committee members, and employees shall be immunized and indemnified for liability sustained through exercise of their duties to the fullest extent as authorized by law.

ARTICLE XII AMENDMENTS

Section 1. These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a vote of 2/3 of the members of the congregation in attendance at a regular or special meeting of the congregation, provided at least 14 days written notice of the meeting and of the proposed amendment shall be mailed to all members. An amendment may only be proposed by the Board of Trustees or by petition signed by at least 25 members in good standing.

ARTICLE XIII COORDINATING COMMITTEE

Section 1. Coordinating Committee: The Coordinating Committee shall consist of the President, All Vice President s , Treasurer, Secretary , the President of the Women's League, the President of the Men's Club and the immediate past president who is able and willing. The Coordinating Committee shall review matters for recommendation to the Board, without limiting the right of any other committee or Board member, or any congregational member, to bring any matter directly to the Board for its consideration. The Coordinating Committee shall provide a forum for committee Chairs to share information and coordinate the activities of the various committees, as appropriate, and shall report to the Board at its next meeting as to all matters considered by the Committee. When a decision is required before a matter can be taken to the Board for full consideration, the Coordinating Committee shall make such decision and then present the matter to the Board for further consideration, including but not limited to the setting of policy applicable to such similar matters as may arise in the future. The Coordinating Committee may authorize emergency expenditures that do not implicate congregational policy, and that do not exceed two thousand, five hundred dollars ($2,500).

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