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Beit Am By-Laws

 

BEIT AM
MID-WILLAMETTE JEWISH COMMUNITY
CENTER, INC.
CORVALLIS, OREGON


ARTICLE I
NAME

The name of this corporation shall be BEIT AM, MID-WILLAMETTE JEWISH COMMUNITY CENTER, INC., and throughout these By-laws it shall be designated as "Beit Am".
 

ARTICLE II

PURPOSE

The purposes and objectives for which Beit Am is formed are to facilitate and support religious, charitable, educational, and cultural activities of the mid-Willamette Jewish Community, within the meaning of Section 501 (c) (3) of the Internal Revenue Code.

Notwithstanding any other provision of these articles, the corporation 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.

This organization is not organized for profit, and no part of the net earnings shall inure to the benefit of any private shareholder.

Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a non-profit fund, foundation or corporation which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.

However, if the named recipient is not then in existence or is no longer exempt from Federal income tax, or is unwilling or unable to accept the distribution, then the assets shall be distributed to an organization which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.

 

ARTICLE III
MEMBERSHIP AND DUES

Section 1. The Board of Directors shall establish classifications and limitations of membership in Beit Am.

Section 2. The Board of Directors shall determine the rate of dues, regulations, and privileges for the membership of Beit Am.

 

ARTICLE IV

BOARD OF DIRECTORS

Section 1. Number and selection: The affairs of Beit Am shall be conducted by a Board of Directors constituted as follows:

  1. Ten Directors shall be elected by the members for two year terms, or until their successors are elected or qualified; the terms of such directors shall be staggered, so that the terms of five directors shall expire on even-numbered years and the terms of the remaining five directors shall expire on odd-numbered years.
  2. One Director from Hadassah, the Women's Zionist Organization of America, Corvallis Chapter, to be designated by the Corvallis Chapter in such a manner as it shall determine; said director to serve for a one-year term commencing with the May Annual Meeting of the Board of Directors. Any vacancy in the directorship as here-in provided shall be filled in a like manner for the unexpired term. The President of Hadassah, the Corvallis Chapter, if not the Chapter's designated director, may serve as the designated Director's alternate with full voting rights on the Board of Directors of Beit Am.
  3. One Director from the B'nai B'rith Hillel Counselorship of Oregon State University to be designated by the Counselorship in such a manner as it shall determine; said Director to serve for a one-year term commencing with the May Annual Meeting of the Board of Directors. Any vacancy in the Directorship as herein provided shall be filled in a like manner for the unexpired term. The President of the Hillel Counselorship, Oregon State University, may serve as the designated director's alternate with full voting rights on the Board of Directors of Beit Am.
  4. The immediate past-president of Beit Am, if not a present member of the Board of Directors, shall serve as an ex-officio non-voting member.

Section 2. Right to Vote: Except as provided in (d), Section 1, all directors shall have full voting rights.

Section 3. Eligibility:

  1. Only members of Beit Am shall be eligible to serve as directors. Failure of a director to maintain membership shall automatically terminate membership on the Board of Directors.
  2. No Director elected by the members shall be eligible to serve as a Director for at least one year following two consecutive terms on the Board of Directors; provided, however, a term of one year or less shall not be included for purposes of determining eligibility to serve as a Director. A Director is eligible to serve for three consecutive terms if said Director began a first year as President in the second year of his or her second term.
  3. The Board of Directors shall have the right to terminate a Director who fails to attend three consecutive meetings without adequate cause, and to declare such Directorship vacant.

Section 4. If a vacancy occurs on the Board of Directors among the directors elected by the membership, the Board of Directors by an affirmative vote of a majority present at a regular meeting, or at a special meeting called for such purpose, shall elect a successor to hold office for the unexpired portion of the term of the director whose office shall be vacant.

Section 5. Voting for Directors: Each eligible member shall be entitled to cast one vote for each position open and no more than one vote for each person nominated. The persons receiving the highest number of votes shall be declared elected as Directors of Beit Am.

Section 6. Powers of Directors: The Board of Directors shall have the power to conduct, manage and control the activities and properties of Beit Am and make the rules and regulations for the guidance of the officers and for the management of its affairs, including a community building and school.

 

ARTICLE V
MEMBERSHIP MEETINGS

Section 1. Annual Meeting: There shall be held annually in the month of May at such place, day and hour as may be designated by the Board of Directors, a meeting of the membership of Beit Am. The membership shall receive the official reports of the officers of Beit Am, conduct such other business as may properly come before the meeting, and elect members of the Board of Directors.

Section 2. Special Meetings: Special meetings of the members may be called by the President or by the Board of Directors. Special meetings may also be called by not less than twenty-five percent of the membership of Beit Am.

Section 3. Notice of Meetings: Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting the purpose or purposes for which the meeting is called shall be given not less than fourteen nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the persons calling the meeting to each member entitled to vote at such meetings. Such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid thereon, addressed to the member's most recent address as it appears on the records of Beit Am.

Section 4. Eligibility to Vote: Each member of Beit Am, as defined in Article III section 1, who is present at a meeting of the members may vote. There shall be no voting by proxy.

 

ARTICLE VI

BOARD OF DIRECTORS MEETINGS

Section 1. Regular Meetings: Regular meetings of the Board of Directors shall be held each month, except in the months of July and August, at such place, day, and hour as may be determined by the Board of Directors. The May meeting shall be designated as the Annual Meeting of the Board of Directors and shall follow the Annual Meeting of the Membership.

Section 2. Special Meetings: Special meetings of the Board of Directors may be called by the President, by resolution of the Board of Directors or at the request in writing of three members of the Board of Directors. Such resolution or request shall state the purpose or purposes of the proposed meeting. The meeting shall be limited to such stated purpose or purposes.

Section 3. Notice of Meetings: Notice of meetings of the Board of Directors stating the time and place and, in the case of special meetings, the object thereof, shall be given to the members of the Board of Directors at least five days before the date fixed for the meeting.

Section 4. Quorum: A majority of the members of the Board of Directors eligible to vote shall constitute a quorum for the transaction of business at any regular or special meeting. Unless otherwise provided in these by-laws or by statute, the act of the majority of the Directors eligible to vote who are present at a meeting at which a quorum is present shall be the act of the Board of Directors.

 

ARTICLE VII

OFFICERS

Section 1. Officers: The officers of Beit Am shall be a President, a Vice-President, a Secretary and a Treasurer, and such other officers as may be deemed necessary.

Section 2. Election: The Board of Directors at its Annual Meeting each year shall elect the officers above named. The newly elected officers shall take office upon conclusion of the Annual Meeting at which they were elected. The President, Vice-President, Secretary and Treasurer must be members of the Board of Directors elected by the membership of Beit Am.

Section 3. Terms: The officers shall hold office for a one year term or until their successors are named or elected by the Board of Directors.

Section 4. Vacancies: A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term of such officer. Such office may be filled by any member of the Board of Directors.

Section 5. Duties: All officers of Beit Am shall carry out their duties in such a way as to implement the aims and purpose of Article II.

ARTICLE VIII

POWERS AND DUTIES OF OFFICERS

Section 1. President: The President shall be the chief executive officer of Beit Am. The President shall preside at all meetings of Beit Am, of the Board of Directors, and of the Executive Committee; and shall attend all meetings provided for in the By-Laws. The President shall perform such other duties as may be delegated from time to time by the Board of Directors, and all duties usually necessary to and pertaining to the office of the President.

Section 2. Vice-President: The Vice President shall perform such duties as assigned by the President; and shall act a President in case of the absence, disability or death of the President.

Section 3. Secretary: The Secretary shall record and keep minutes of all Membership and Board of Directors meetings and perform all other duties ordinarily incident to the office of secretary and such other duties as may be assigned from time to time.

Section 4. Treasurer: The Treasurer shall be the chief fiscal officer of Beit Am; shall keep or cause to be kept, in suitable book form, detailed accounts of the assets, liabilities, receipts and disbursements of Beit Am, which accounts and their supporting vouchers and checks shall be at all times open for inspection, examination or audit by such representatives as the Board of Directors may from time to time designate in writing; and shall report on the condition of the finances at the Annual Meeting of the members and at all meetings of the Board and at such times as the Board may direct.

 

ARTICLE IX

NOMINATIONS

Section 1. Directors Elected by Membership

  1. Nomination by Nominating Committee: The Nominating Committee shall nominate at least one candidate to fill the office of each director whose term is expiring. The Nominating Committee shall submit its nominating report to the members of Beit Am at least thirty days prior to each Annual Meeting.
  2. Nominations by Membership: Nominations of additional persons as directors to be elected at the Annual Meeting shall be as follows:

Twenty days prior to each Annual Meeting, nominations in writing from the membership may be filed with the President of Beit Am. Fifteen days prior to the Annual Meeting written notice of the names of the persons so nominated shall be mailed to the membership of Beit Am.

Individuals also may be nominated from the floor during the Annual Meeting provided that each person so nominated either be present and consent to such nomination or if absent, shall have prepared for presentation at the Annual Meeting a written statement accepting such nomination.

ARTICLE X

COMMITTEES


Section 1. Executive Committee

 

  1. Membership: The Executive Committee of Beit Am shall consist of the President, Vice-President, Secretary and Treasurer of Beit Am and the immediate past-president.
  2. Duties: The Executive Committee shall meet at intervals between the meetings of the Board of Directors upon call of the President. The Committee shall pass on emergency matters, but only when it is not feasible to call a special meeting of the Board of Directors. All actions of the Executive Committee shall be submitted to the Board of Directors at its next meeting for ratification.
  3. Quorum: a majority of the Executive Committee shall constitute a quorum.

Section 2. Nominating Committee: The President, with the approval of the Board, shall appoint a Nominating Committee of five members, two of whom shall be members of the Board of Directors.

Section 3. Other Committees: The President shall have the power to appoint, as may be deemed necessary from time to time, other standing committees and special committees. These committees shall include, if possible, members from the Board and also members from the membership at large.

 

ARTICLE XI


PERSONNEL

Section 1. The Board of Directors may employ professional and non-professional personnel as needed.

Section 2. The Board of Directors shall determine duties and responsibilities, set salaries and other conditions of employment for all personnel.

 

ARTICLE XIII

The building support services. The Seal of Beit Am shall bear the words, Beit Am, Mid-Willamette Jewish Community Center spelled in English and the words, Beit Am, spelled in Hebrew characters.

 

ARTICLE XIII AMENDMENTS

 

These By-Laws may be amended, altered or repealed at any meeting of the membership, by a vote of at least a two-thirds majority of those present who are eligible to vote, provided that notice of such proposed amendments shall have been given with the notice of said meeting in accordance with Section 3, Article V.

ARTICLE XIV

METHOD OF DISSOLUTION
AS REQUIRED BY THE STATUTES
OF THE STATE OF OREGON

Beit Am may dissolve and conclude its affairs in the following manner: The Board of Directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at an annual or special meeting of the members. Written or printed notice stating that the purpose or one of the purposes of such meeting is to consider the advisability of dissolving the corporation shall be given to each member entitled to vote at such meeting in the time and manner provided in these By-Laws and by Law. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes of the members present at such meeting. non-repudiation In the event that a dissolution shall be adopted, after paying the outstanding obligations, if any, of this corporation, the net assets remaining shall be distributed in a manner to be determined by the members at the time of dissolution, first among other local Jewish organizations whose aims and purposes are similar to those of Beit Am. If no such organizations exist locally, then distribution of the net assets shall be among similar organizations of the larger Jewish community.

ARTICLE XV RULES OF ORDER

The rules contained in Robert's Rules of Order shall govern Beit Am in all cases to which they are applicable, and in which they are not inconsistent with these By-Laws and any special rules of order Beit Am may adopt.

As amended at the Special Membership meeting of March 30, 2014; and at the Annual Membership Meeting of 21 May 1990.

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