TBE Bylaws

These bylaws were last amended by the Congregation in June 2020, in accordance with the New York Religious Corporation Law. The history of these Bylaws, including all amendments, is specified at the conclusion of the Bylaws.

ARTICLE 1
MISSION AND VISION

The mission of Temple Beth-El of City Island is to be an innovative and inclusive congregation of Jewish spirituality in which members and guests may worship, engage in spiritual learning and enhance social welfare. The Temple will maintain free and open access to services so that members and guests can grow spiritually and nurture shared bonds of community independent of financial means and restrictive labels.

ARTICLE 2
NAME AND CHARACTER

Section 1. Name. The Congregation will be called Temple Beth-El of City Island (a.k.a. “Your Shul by the Sea”) and may have any other name or names as may be approved at a meeting of the Congregation.

Section 2. Character. The Temple will follow forms, practices and usages that ensure an all-inclusive and egalitarian Jewish spiritual community.

ARTICLE 3
MEMBERSHIP, VOTING AND DUES

Section 1. Regular Membership. Individual membership will be open to any adult (age 21 or over) self-identifying as Jewish, who either has a Jewish parent or completed a Jewish conversion as recognized by Temple clergy. Family membership will be open to two or more persons living together, at least one of whom is a Jewish adult as defined in this paragraph, plus any dependent minors (unmarried under age 21, or over age 21 and either attending a program of higher education or in active service in the armed forces). If a non-Jewish person participates in a family membership, then a death or divorce in that family will not terminate any non-Jewish member’s right to remain a member of the Temple.

Section 2. Associate Membership. Associate membership will be open to any non-Jewish person with heartfelt affinity for the Temple and its values. Affinity will be confirmed by Temple clergy based on interview and personal experience with the applicant after a period of discernment confirming that the applicant’s beliefs and spiritual practices are respectful of and consistent with Temple values, and that he or she will not proselytize or undermine the Jewish character, practice or values of the Temple. Except as these bylaws otherwise provide, associate members will have equal rights and responsibilities as regular members.

Section 3. Voting. Each individual adult member (whether regular member or associate member) in good standing will be entitled to one vote, and family memberships in good standing will be entitled to two votes.

Section 4. Good Standing. A member is in good standing if he or she, or the family unit in the case of a family membership, is current in its payment obligations to the Temple and otherwise complies with Temple rules. Being current with dues payment means that dues for the year are paid, or that the member is current on an approved payment plan.

Section 5. Financial Obligations. The Board will determine dues, assessments and other fees payable by members. The President, or his or her designee, may waive or modify any financial obligation due from a member or prospective member. The Board will have all powers necessary to collect payments due to the fullest extent permitted by law.

Section 6. Suspension and Termination. The Board may by two-thirds vote suspend or terminate any membership under any of the following circumstances:

1. Delinquency – where the member is substantially delinquent in paying dues, assessments or other fees to the Temple;
2. Serious violation of law – where the member is convicted by a court of competent jurisdiction of a serious offense of moral turpitude;
3. Imminent risk – where the Board adjudges the member to constitute an imminent risk to the health or safety of the Temple or any person; or
4. Persistent violation of Temple decorum – where the member persistently disrupts services or other aspects of Temple life – or, in the case of an associate member, where the member proselytizes Temple members – after being warned by the Board that such conduct is inappropriate and may subject the member to suspension or termination.

Before terminating a member, the Board will give him or her a reasonable chance to be heard before the Board.   Notwithstanding this paragraph, the Board has all necessary powers to suspend a member immediately if the Board determines by two-thirds vote that suspension is vital to the Temple’s effective operation or the health or safety of any person.

ARTICLE 4
BOARD OF TRUSTEES 

Section 1. Qualifications. Any adult member of the Temple in good standing may, after one year of membership and participation in Temple activities, be selected to the Board of Trustees. No two members from the same household will serve on the Board at the same time unless the Board otherwise determines after finding that the Temple’s needs outweigh the potential detriment of family members serving together on the Board. Notwithstanding any other provision of these bylaws, no more than one non-Jewish member of the Temple may serve as Trustee at any given time.

Section 2. Duties. The Board will conduct the business and manage the affairs, funds, records and property of the Congregation, except as these bylaws reserve a particular matter to decision by the entire Congregation. The Board will have all powers necessary to effectuate these duties, consistent with law.

Section 3. Composition. The Board will have seven, nine or eleven Trustees as fixed by the Board from time to time, provided that no more than one will be an associate member as defined in section 2 of Article 3. No change to the number of Trustees curtailing the term of a Trustee will take effect until the expiration of his or her term absent operation of such change.

Section 4. Term. Trustees will serve renewable terms of three congregational years, measured from the last Annual Meeting held under section 1 of Article 6, except that a candidate standing for election for the first time will serve a probationary term of one year thereafter renewable for three years.

Section 5. Quorum. A majority of the total number of Trustee positions will comprise a quorum to conduct business except to adjourn. The Board may establish quorum by any of physical, telephonic or electronic presence, or by a Trustee’s written proxy if the Board so determines in advance where the Board deems action in a particular case to be vital to the welfare of the Temple. In the event that multiple resignations or incapacities reduce the number of active Trustees below the number required for quorum, all active Trustees together will comprise quorum for the limited purpose of making interim appointments to the Board in accordance with section 8 of this Article.

Section 6. Meetings. The Board will meet monthly except during July and August. If the Board so determines, the Board may skip a monthly meeting provided that the Board meets at least quarterly. The President, or any four Trustees acting together in writing, may call a special meeting of the Board. The Secretary will transmit to each Trustee, to the Trustee’s address (whether postal or electronic, at the Trustee’s election) then on record with the Secretary, a special meeting notice specifying its time, location and purpose.

Section 7. Removal. The Board may remove a Trustee for cause by a vote of two-thirds of the total number of Trustees (e.g. for a seven-member Board, at least five votes), or a vote of two-thirds of members of the Temple present at a meeting of the Congregation, quorum first being obtained. Cause will be limited to substantial misfeasance or malfeasance in Board service, or a violation of sections 5 or 6 of Article 3.

Section 7-A. Automatic Forfeiture of Board Seat. In addition to any discretionary for-cause removal pursuant to section 7 of this Article, a Board member will be deemed automatically to vacate the Board seat by being absent from more than three regularly scheduled Board meetings in any 12-month period, excepting for temporary illness, employment or other exigent good cause approved by a majority of the mandatory officers specified in section 3 of Article 5.

Section 8. Vacancies. The Board may appoint any member in good standing, consistent with this Article, to serve as Interim Trustee until the next Annual Meeting of the Congregation. Such vacancy appointment will not count toward the calculation of term under section 4 of this Article.

Section 9. Committees. The Board may from time to time establish, govern, change and abolish such committees, or action teams, as it may determine to best serve the needs of the Temple. The Board will make reasonable efforts to recruit members who are not Trustees to serve, both to promote community investment in the Temple and discern those members who have the interest, skills and temperament to serve as Trustees and Officers of the Temple.

Section 10. Indemnification. The Temple will cause any person made a party to any legal action or proceeding, based on his or her service as Trustee or Officer of the Temple, to be defended and indemnified to the extent permitted by the New York State Not-for-Profit Corporation Law or any successor statute, provided that such person acted in good faith and absent malicious intent. The Temple will maintain appropriate directors and officers insurance for this purpose. Where the Temple, directly or through its provider, advances to such Trustee or Officer expenses associated with defending any such action or proceeding, such Trustee or Officer will provide to the Temple an undertaking to repay such amount in the event that he or she ultimately is found ineligible for indemnification or to the extent expenses advanced exceed the indemnification to which he or she is entitled. Rights to defense, indemnification and advancement of expenses will continue even if a Trustee or Officer ceases to serve as such, and will inure to the benefit of such person’s heirs, executors and administrators in accordance with law.

ARTICLE 5
OFFICERS

Section 1. Officers. The Board will choose from among its number four Mandatory Officers – a President, at least one Vice President, a Secretary and a Treasurer – and may create, fill and abolish Additional Officer positions as the Board may from time to time determine. An associate member may not serve as a Mandatory Officer but may serve as Additional Officer if the Board so provides.

Section 2. Terms and Vacancies. Officer terms will be coterminous with the term of the Trustee serving in such Office, except that a Trustee may resign an Officer position only and retain his or her Trustee position, thereby creating a vacancy in the Officer position only. Where a vacancy exists in a Mandatory Office as defined in section 1 of this Article, the Board promptly will select a qualified successor

Section 3. Mandatory Office Duties. The duties of Mandatory Office will be as follows:

1. The President will be chief executive officer of the Temple. He or she will preside at all meetings of the Board and Congregation, decide all questions of order, appoint all committees and their chairs, serve as ex officio member of all committees, designate duties performed by the Vice President(s), and make and deliver all reports that these bylaws require. In case of a vacancy in another Mandatory Office position that the Board cannot immediately fill, the President will fulfill those duties on an interim and exigent basis, or may delegate such duties to another trustee, until the Board selects a qualified successor.
2. Vice President(s). If there is one Vice President, he or she will assume all of the President’s duties, responsibilities and powers if the President is absent or unable to perform the functions of office, or if such office is otherwise vacant, until the Board appoints a successor. If there is more than one Vice President, then in the event of a vacancy or absence or incapacity in the office of President, they may jointly perform the President’s duties; provided that, if they cannot amicably do so, then the Vice President senior in duration of Board service will assume the powers and duties of President until the Board decides the matter. The Vice President(s) will have such other duties as the President may prescribe.
3. The Secretary will maintain the official seal of the Temple, cause accurate minutes to be taken of all Board and Congregation meetings, keep an accurate roster of terms for Trustees and Officers, keep a roster of members and their record addresses (whether postal or electronic), and cause the Temple website to be maintained. The Secretary will cause letters or other notices to be sent concerning correspondences, receipt of funds, official notices required or allowed to be sent under these bylaws. The Secretary will perform such other duties as the President or Board may provide.
4. The Treasurer will establish and accurately maintain Temple financial records, and cause to be prepared and submitted financial statements and reports as the President, Board or any government agency may require. The Treasurer will report to the Board at each meeting thereof, and at such other times as the Board may direct, the financial status of the Temple’s accounts.

4. Additional Offices. The Board may from time to time create or abolish one or more Additional Offices. Each such Additional Officer(s) will have the powers and duties as the Board may prescribe, and the terms of such Additional Officer(s) will be coterminous with the Trustee(s) holding such Office(s). If the Board creates one or more Additional Office(s), the Board may reallocate the powers of Secretary and/or Treasurer, as provided in this Article, among such Mandatory Office(s) and such Additional Office(s). If the Board abolishes one or more Additional Offices to which any powers of Secretary and/or Treasurer was allocated, such powers will return to the appropriate Mandatory Office.

5. Household Limitation. No two persons obligated by Jewish tradition to sit shiva for each other in case of death (i.e. parent, spouse, sibling, child), and no two persons otherwise residing in the same household, will serve simultaneously as Mandatory Officers, or share powers together allocated to either Mandatory Office of Secretary or Treasurer.

ARTICLE 6
CONGREGATION MEETINGS AND POWERS

Section 1. Annual Meeting. Each calendar year, the Board will hold an Annual Meeting of the Congregation during the month of May or June. At such Annual Meeting, the following business will be conducted in the following order, in addition to such other business as the Congregation or Board may provide:

1. State of the Temple. The President will report on the Temple’s welfare and finances.
2. Amendment of Bylaws. If one or more amendments to the bylaws are before the Congregation pursuant to section 1 of Article 9 at the time of such meeting, then such proposal(s) will be voted without modification, except that the Board may by two-thirds vote authorize technical modification(s) thereof to be made and approved at such meeting.
3. Election of Trustees. The Congregation will by election or acclamation fill any vacancies on the Board.
4. Ratification of Clergy. If the service agreement of returning clergy has expired pursuant to section 3 of Article 7, or if the Board nominates new clergy pursuant to section 2 of Article 7, then such clergy or proposed clergy will be subject to ratification by the Congregation.

Section 2. Special Meeting. On request by the President, or by written petition signed by a majority of the Board or any 15 members in good standing submitted to the Secretary, the Board will hold a Special Meeting of the Congregation to transact particular business.

Section 3. Notice of Meeting. At least 20 days before a meeting of the Congregation, the Secretary will cause to be transmitted to all members, at their record addresses (whether postal or electronic), notice of such meeting, its time and place, its business in the case of a special meeting, and copies of any amendments to the bylaws subject to ratification at such meeting. The Secretary also will make reasonable efforts to publicize such meeting by means calculated to maximize attendance (e.g. Temple website, newsletter).

Section 4. Quorum. At least 20% of the total number of members in good standing will constitute quorum of the Congregation to do business. Such quorum may be established by any of physical, telephonic or electronic presence, or by written proxy consistent with section 5 of this Article.

Section 5. Proxies. A member unable to attend a meeting of the Congregation may by signed proxy assign his or her vote at such meeting to another specified member in good standing. Such proxy will be valid only if the member empowered to exercise such proxy produces it to the Secretary at the meeting to which such proxy applies.

Section 6. Denominational Affiliation. No decision to affiliate the Temple with any denomination, or to withdraw any such affiliation, will be effective except on approval of two-thirds of the Board confirmed by a majority of the Congregation, quorum first being obtained.

ARTICLE 7
CLERGY

Section 1. Duties and Status of Clergy. Clergy of the Temple will perform all spiritual duties in accordance with their ordinations, the values of this Temple, and Jewish precedent. Clergy will be eligible for compensation, parsonage and expense payment consistent with law and their service agreements. Clergy will be deemed honorary members of the Congregation, and members of the Board for purposes of attendance, insurance, defense and indemnification, but will have no official vote at any meeting.

Section 2. Nomination of New Clergy. The President will nominate a Search Committee comprising himself or herself, two other Officers, and two non-Trustee regular members of the Congregation. Once approved by the Board, the Search Committee will undertake an appropriate search and by majority vote recommend a clergy candidate. Provided that the Board first approves such recommendation by majority vote, such nominee is subject to ratification by the Congregation at the next Annual Meeting or, at the President’s election, at a Special Meeting called for that purpose.

Section 3. Service Agreements. The President or his or her designee will negotiate service agreements with clergy and submit them to the Board for ratification. Such service agreements will provide for such compensation, parsonage, expense reimbursement and duties as they jointly may determine. After the expiration of each clergy service agreement, such clergy will be re-submitted to the Congregation for ratification.

Section 4. Terms. Clergy will serve such renewable terms as their service agreements may provide, subject to ratification by the Congregation.

Section 5. Freedom of Pulpit. Consistent with Jewish spiritual values, clergy will enjoy freedom of the pulpit in all spiritual matters.

Section 6. Ethics Compliance. All clergy will maintain compliance with a professional ethics code approved and enforced by a recognized Jewish clergy association. Compliance with such ethics code will be a condition of clergy service to the Temple. A determination by the ethics code’s enforcement officials that clergy committed a serious violation of such code will be cause for the Board immediately to suspend or terminate such clergy from the Temple, and to suspend or abrogate the clergy’s service agreement with the Temple.

Section 7. Termination. Notwithstanding any provision of law or service agreement, the Congregation may terminate clergy for cause by two-thirds vote of the Board, or two-thirds vote of the entire Congregation, for substantial misfeasance or malfeasance that poses imminent risk to the physical, emotional or spiritual health or safety of the Temple or any member thereof. Prior to any such vote, the Board will give such clergy in writing the stated cause for termination, and he or she will be accorded a reasonable opportunity to be heard. At his or her discretion, the clergy may request mediation of the dispute, in which case clergy and the Temple will pursue mediation in good faith under auspices of a recognized Jewish organization expert in such matters, and any termination vote will be delayed at least 60 days in deference to such mediation process. In case of mediation, the Board by two-thirds vote may suspend the clergy with pay pending mediation.

ARTICLE 8
DISSOLUTION AND MERGER

Section 1.  Dissolution Generally.  The Temple may dissolve or merge only consistent with this Article and procedures of section 18 of the New York State Religious Corporation Law.  Upon dissolution or merger pursuant to this Article, all net assets of the Temple shall be distributed for one or more tax-exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code; provided, that in the event of dissolution, such distributions shall be to one or more Jewish religious, social service and/or charitable institutions having tax-exempt status pursuant to section 501(c)(3) of the Internal Revenue Code.

Section 2. Triggering Vote. The Temple may dissolve or merge upon approval of two-thirds of the Board and ratification by two-thirds of the Congregation at a general meeting thereof.  Notice of such a proposal shall be the same as for an amendment to these Bylaws.

Section 3. Inoperative Status. For purposes of a judicial dissolution application pursuant to section 4 of this Article, the Temple may be deemed inoperative only by dissolution vote pursuant to section 2 of this Article, or if the Temple shall cease, for at least six consecutive months, to act in its corporate capacity and hold religious services at least twice monthly at which a minyan is present.

Section 4. Judicial Dissolution. If the Temple is deemed inoperative pursuant to section 3 of this Article, then an application may be brought in the Supreme Court, Bronx County, or such other venue as may be permissible by law, to decree a judicial dissolution of the Temple.  Such application may propose an allocation plan for Temple assets consistent with section 1 of this Article.  Such application may be brought by:

1. a majority of trustees then in active service;
2. if there be no trustees then in active service, or if a majority of trustees decline to act within 30 days after receiving a demand to act by certified letter sent to the synagogue, then by a majority of members then in good standing and residing in Bronx County; or
3. otherwise by any member or creditor of the Temple, not sooner than 60 days after such member or creditor shall send a certified letter to the synagogue demanding that the trustees and/or majority of the membership bring such dissolution application and the trustees and membership majority fail so to act.

ARTICLE 9
AMENDMENTS AND MISCELLANEOUS PROVISIONS

Section 1. Amendments. An amendment to these bylaws may be proposed in writing either by the Board or by petition signed by at least 15 adult members in good standing and submitted to the Secretary. Such proposed amendment will be subject to ratification by the Congregation at the next Annual Meeting occurring at least 30 days after the date of such proposal, or at a Special Meeting to be convened at least 30 days after the date of such proposal if the Board or petitioners so specify. At least 20 days before such meeting, the Secretary will cause to be transmitted to all members, at their record addresses (whether postal or electronic), the text of such proposed amendment along with the meeting notice required by section 3 of Article 6. Such proposed amendment will become immediately effective on affirmative vote of two-thirds of the Congregation present and voting at such meeting, quorum first being obtained. No provision of an amendment curtailing the term of office of a Trustee or Officer will take effect as to such Trustee or Officer until the expiration of his or her term absent operation of such amendment.

Section 2. Procedure. All procedure – including the making and seconding of motions and nominations – will be according to Roberts Rules of Order, except that these bylaws will govern any conflict therewith. The Board may adopt further rules consistent with these bylaws, in which case such further rules will govern. An associate member will have the same powers as a regular member except that an associate member may not vote on a question of Jewish practice or Jewish law (halachah).

Section 3. Qualification for Tax-Exempt Status. The Temple will maintain its status as a religious and charitable organization. To the extent that the Temple receives a grant or tax-exempt status under section 501(c)(3) of the Internal Revenue Code, or any successor provision of law applicable to tax-exempt organizations, the Temple will operate in accordance with the requirements of such grant or tax-exempt status, as applicable.

Section 4. Fiscal and Membership Year. The fiscal and membership year of the Temple will be January 1 to December 31 except as the Board otherwise may provide.

Section 5. Transitional Provisions. These bylaws will be effective on ratification at the Annual Meeting of June 12, 2015, superseding the term of any Trustee or Officer then serving under the Temple’s former bylaws, and automatically selecting to the Board the nine Trustees in service on such date. Within 30 days thereafter, such Board will sort itself into three Trustee classes as equal in size as practicable, with each class of Trustee serving a transitional term of one, two or three years as the Board may provide. After completing such transitional terms, all Trustees will be eligible for three-year terms in accordance with section 4 of Article 4.

AMENDMENT HISTORY

The former Bylaws of the Congregation, as last amended June 26, 2012, were repealed consistent therewith at a General Meeting of the Congregation on June 12, 2015.  The current Bylaws of the Congregation were adopted and became immediately effective on June 12, 2015. The Bylaws were duly amended by the Congregation at a General Meeting thereof on (1) June 18, 2019 (adding Article 8 and Article 10); and (2) June 23, 2020 (adding current section 7-A of Article 4).