Constitution

CONSTITUTION OF ADATH ISRAEL CONGREGATION

Adopted June 4, 2019

I. NAME AND MISSION

    A. The name of the Congregation shall be Kehillah Kedoshah Adath Israel Congregation of Cincinnati, Ohio.

    B. The mission of the Congregation as a Kehillah Kedoshah, a Conservative Jewish community, shall be to support its congregants during significant life events, and in their journey to become more involved, knowledgeable, and spiritually fulfilled Jews.

II. OBJECTIVES

    A. In furtherance of the above-stated Mission of the Congregation and its Core Values, the express objectives of the Congregation shall be as follows:

         1. To establish and maintain a Bet Knesset for the purpose of avodah;

         2. To engage in tefillot and ritual observances which are both consistent with the traditional practices of Conservative Judaism and egalitarian in all respects;

         3. To instruct and educate its congregants in Torah, Hebrew, avodah, tefillot, Jewish ritual observances, Jewish history, and Israel by operating or jointly participating in schools and in formal and informal educational programs;

         4. To foster among its congregants a commitment to self-governance of the Congregation, and participation in the social, philanthropic, recreational and cultural groups of the Congregation;

        5. To safeguard and promote Jewish ideals, values and traditions; and to do what is necessary and proper for the accomplishment of any of the Objectives set forth above.

    B. Net earnings.  This Congregation is organized and operated exclusively for the above-stated Objectives, and no part of any net earnings shall inure to the benefit of any private congregant.

III. MEMBERSHIP

1. Qualification.  Any Jewish person (as interpreted by the Senior Rabbi) of good character shall be eligible for membership.  Additionally, any person of good character who is a spouse or partner of a Jewish member shall be eligible for membership and may retain their membership independent of such Jewish member, should a marriage or partnership come to an end.

2. All persons who wish to become members of the Congregation shall complete and submit a written application in a form approved by the Board of Trustees.

3. All completed applications for membership in the Congregation shall be presented for consideration by the Board of Trustees.  The Board of Trustees may refer applications for membership to a committee for a recommended action on the application.  Membership shall be granted by a majority vote of the Board of Trustees.

4. Membership Units.  The Board of Trustees may:

   1. Classify members according to membership categories for the purposes of paying dues, fees, and assessments to the Congregation on any reasonable and equitable basis; and

   2. Determine the dues, fees, and assessments to the Congregation payable within each classification and determine the benefits of membership within each classification.

5. Voting Member.  The following members of the Congregation shall be Voting Members:

   1. For membership categories which include more than one adult member in the same household, up to two adult members shall be entitled to one vote each.

   2. For membership categories which include one adult member, the adult member shall be entitled to one vote.

6. The Board of Trustees may also create membership categories which consist of non-voting members who have limited membership rights and privileges of membership.

7. BENEFITS OF MEMBERSHIP

   1. General Congregational Benefits.  Each member shall be entitled to general congregational benefits, which include:

      1. Attending all general meetings of the Congregation, and

      2. Attending all tefillot in the Bet Knesset.

   2. Specific Congregational Benefits.  Each Voting Member of the Congregation in Good Standing shall be entitled to the following specific congregational benefits, including:

      1. Attending and voting at all general meetings of the Congregation;

      2. Holding office in the Congregation; and

      3. Enrolling any immediate family member in any school or educational program of the Congregation, subject to additional fees.

1. MEETINGS OF THE CONGREGATION

   1. Annual Meeting.  There shall be an annual meeting (the “Annual Meeting”) of the Congregation held on such day as the President may announce in advance between April 1 and June 30.

2. Special Meeting.  Special meetings of the Congregation may be held at the call of the President, the Board of Trustees, or any sixty (60) Voting Members of the Congregation in Good Standing.

3. Notice. Notice of any meeting of the Congregation (which shall state the purposes of such meeting) shall be sent to each Voting Member at least fourteen (14) days prior to the meeting.

4. Quorum.  A quorum for the transaction of business at any meeting of the Congregation shall consist of thirty (30) Voting Members in Good Standing in actual attendance.

5. GOVERNANCE AND MANAGEMENT

   1. Board of Trustees of the Congregation.

      1. The government of the ongoing affairs of the Congregation shall be vested in the Board of Trustees, including the following persons (“Trustees”), each of whom shall have voice and vote at all meetings of the Board of Trustees, shall be a Voting Member in Good Standing, and shall not be a Trustee of any other congregation in Greater Cincinnati.  The total number of voting Trustees shall be no less than twenty-five (25) and no more than thirty-one (31) and will be comprised of:

         1. Twelve (12) to Eighteen (18) At Large Trustees, who shall all be elected with terms as provided in the By-Laws;

         2. The President or Chairperson of the Brotherhood, the Sisterhood, HAZAK, and the Religious School Board, or their designees, who shall be approved by the Board of Trustees;

         3. Up to one (1) additional trustee appointed to the Board of Trustees in the discretion of the President, which Presidential appointee shall serve as Trustee only for the remainder of the President’s current term; and

         4. The Officers of the Congregation as set forth in subsection (B)(1) of this Article.

      2. The Rabbi and the Synagogue Administrator shall be non-voting ex-officio members of the Board of Trustees.

      3. The entire policy-making responsibility for the Congregation, with the exception of issues of Halacha, shall be vested in the Board of Trustees.  The Mission and Core Values of the Congregation shall guide the Board of Trustees in the fulfillment of this duty.

6. Officers of the Congregation

   1. The officers of the Congregation (“Officers”) shall be elected by the Voting Members and shall lead the Congregation and the Board of Trustees.  Such Officers, whose specific duties and responsibilities shall be as set forth in the By-Laws, are as follows:

      1. President;

      2. President-Elect;

      3. The most immediate Past President then living;

      4. No more than five (5) Vice-Presidents, including the Secretary and Treasurer;

      5. A Secretary who shall also serve as one of the Vice-Presidents;

      6. A Treasurer who shall also serve as one of the Vice-Presidents.

7. Committees of the Congregation

   1. Committees.  The Congregation shall have the following Committees:

      1. An Executive Committee consisting of the elected Officers set forth in subsection (B)(1) of this Article.

      2. Such other committees created by the Board of Trustees.  The Executive Committee shall appoint Chairs of all committees.  Committee members shall be appointed by the Committee Chairs, with the advice and consent of the Executive Committee.

1. Vacancies

   1. Any vacancy in the Board of Trustees arising from the death or resignation of any Trustee may be filled by appointment by the Board of Trustees until the next Annual Meeting.

   2. Any vacancy in the Officers arising from the death or resignation of any Officer may be filled by appointment by the Board of Trustees until the next Annual Meeting.

1. Management and Personnel

   1. Professional and Administrative Personnel.  The management and functioning of the day to day affairs of the Congregation shall be by such professional and administrative personnel as the Board of Trustees may from time to time engage (“Synagogue Professionals”).  Such Synagogue Professionals shall implement the policies of the Board of Trustees, and, if so engaged, may be the following:

      1. Rabbi(s);

      2. Synagogue Administrator;

      3. Educational Director;

      4. Ritual Director;

      5. Coordinator of Youth Services, and

      6. Such other professionals as may be designated by the Board of Trustees.

   2. Duties and Oversight.  Unless described elsewhere herein, the duties and oversight of the Synagogue Professionals and additional staff personnel shall be as described in the By-Laws.

1. SPECIFIC PROFESSIONAL AND ADMINISTRATIVE PERSONNEL

   1. Rabbis of the Congregation.

      1. Each rabbi engaged by the Congregation shall:

         1. Be guided in the performance of his or her duties by the action of the Board of Trustees;

         2. Enjoy freedom of the pulpit, while at the same time seeking the advice and guidance of the Board of Trustees or of any special committee or committees that may be established for this purpose to determine the view of the Congregation (and, as to any rabbi who is not the Senior Rabbi or most senior rabbi, such rabbi shall also consult with the Senior or most senior rabbi);

         3. Render advice, counsel, guidance and service as may be requested of such rabbi, and

         4. Profess and observe the tenets of Conservative Judaism.

1. The Rabbi

   1. The Rabbi shall:

      1. Be the spiritual leader of the Congregation;

      2. Partner with the Synagogue Administrator and the Board of Trustees in implementing the Mission and Objectives of the Congregation, and

      3. Interpret all matters affecting the Congregation with respect to the observance of and compliance with the requirements of Halacha.

   2. If the Congregation shall have engaged one rabbi, the term “the Rabbi” shall be such rabbi.  If at any time the Congregation shall have engaged more than one rabbi, the term “the Rabbi” shall mean the Senior Rabbi, and, in the absence of a rabbi designated as the Senior Rabbi, or if the Senior Rabbi should be on sabbatical or extended leave and unavailable on a regular basis, the Rabbi shall be that rabbi designated by the Board of Trustees as being the most senior.

   3. The Board of Trustees, either through contract or by resolution, may accord the Rabbi the title of “Senior Rabbi,” and may accord any other rabbi engaged by the Congregation the title of “Assistant Rabbi” or such other appropriate title as it may determine.

1. Synagogue Administrator

The Synagogue Administrator shall manage and administer the business affairs of the Congregation in accordance with the policies, instructions and directions of the Board of Trustees.  The Board of Trustees, either through contract or by resolution, may accord the Synagogue Administrator the title of “Executive Director,” “Chief Operating Officer” or such other appropriate title as it may determine.

1. ENDOWMENT FUNDS

The Congregation shall have the authority, through the Board of Trustees, to establish endowment funds which directly support the Congregation, its Mission and Objectives, for restricted and unrestricted purposes, and to establish policies for the acceptance, investment, management and application of such funds.

1. AFFILIATIONS

   1. Primary Affiliation.  As determined by the Board of Trustees, the Congregation may choose to affiliate with the United Synagogue of Conservative Judaism, or any other body with stated Objectives similar to those of the Congregation.

1. Other affiliations, consistent with its Mission and Core Values.  The Congregation may aid, support or cooperate in any cause that has for its purpose the advancement of such Core Values and Mission.

1. KASHRUT

As Kashrut embodies substantial Core Values of the Congregation, all necessary steps shall be taken to ensure proper observance of Kashrut at all functions held on the premises of the Synagogue, and at all sanctioned functions of the Congregation and its auxiliary groups, affinity groups and committees which occur off-premises.

1. INTERPRETATION AND DEFINITIONS

   1. Interpretation.  All personal pronouns used in this Constitution, whether used in the masculine, feminine or neuter gender shall include all other genders, and the singular shall include the plural and vice versa.

1. Definitions:  As used in this Constitution, each of the following terms shall have the respective meaning ascribed thereto:

1. Avodah:                       The worship of G-d

2. Bet Knesset:                A synagogue

3. Congregant:                A member

4. Core Values:                Those guiding ideals, priorities and principles of the Congregation as may be adopted by it from time to time for the advancement of the Mission of the Congregation.

5. Good Standing:           The presumptive status of a Membership Unit, unless the Synagogue Administrator in consultation with the Senior Rabbi has deemed it to be delinquent in its financial obligations to the Congregation.

6. Halacha: The body of Jewish law

7. Kashrut:  Halacha as applied to food preparation and consumption

8. Kehillah Kadoshah:Literally a “holy community”

9. Tefillot: Avodah as conducted in the Bet Knesset

10. INDEMNIFICATION OF OFFICERS AND TRUSTEES

    1. The Congregation shall indemnify any Officer or Trustee (the “Indemnitees”) against expenses actually and necessarily incurred by Indemnitees in connection with the defense of any action, suit, or proceeding in which an Indemnitee is made a party by reason of being or having been an Officer or Trustee, except in relation to matters as to which that Indemnitee shall have been adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty.  The foregoing indemnification shall not be deemed exclusive of any other rights to which an Indemnitee may be entitled under any by-law, agreement, resolution of the Board of Trustees, or otherwise.

11. Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Congregation in advance of the final disposition of such action, suit or proceeding, if authorized by the Board of Trustees, upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified hereunder.

12. The Congregation may purchase and maintain insurance on behalf of any person who is or was an Officer or Trustee of the Congregation against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Congregation would have the power or obligation to indemnify such person against such liability under this Article.

13. To the extent permitted by applicable law, this Article shall extend and apply to the Officers of the Congregation‘s auxiliary organization as agents of the Congregation.

1. AMENDMENTS

   1. Manner of Amendment.  All amendments to this Constitution, in whole or in part, shall be made in accordance with the following procedure:

      1. Any proposal to amend or alter this Constitution, in whole or in part (a “Proposed Amendment”) shall be submitted in writing to the Board of Trustees, signed by either

         1. Thirty (30) Voting Members in Good Standing, or

         2. Six (6) members of the Board of Trustees

      2. Upon receipt of a Proposed Amendment in accordance with the preceding subsection (A)(1) of this Article, the Board of Trustees shall consider same at its next regularly scheduled meeting.  The President shall, within thirty (30) days thereafter, call a Special Meeting of the Congregation to consider such Proposed Amendment.  The Special Meeting shall be held within sixty (60) days following receipt of the Proposed Amendment unless such Special Meeting of the Congregation would occur, following notice, less than sixty (60) days prior to the previously announced Annual Meeting, in which case the Proposed Amendment shall be deferred for presentation until such Annual Meeting.  The notice of such Special Meeting, or Annual Meeting, as the case may be, shall include a copy of the Proposed Amendment.

      3. At this Special Meeting, or Annual Meeting, as the case may be, any recommendation of the Board of Trustees as to the action to be taken by the Congregation with regard to the Proposed Amendment shall be submitted at such meeting, but such recommendation of the Board of Trustees shall not be binding upon the Voting Members.

      4. Provided that a quorum for the transaction of business is present at such Special Meeting, or Annual Meeting, as the case may be, if two-thirds (2/3) of the Voting Members in Good Standing who are present at such meeting shall vote in favor of the Proposed Amendment, it shall be declared adopted.

      5. The Board of Trustees may adopt alternative voting methods for Amendments besides requiring the presence of those desiring to vote at such meeting.

2. Manner of Resubmission.  A Proposed Amendment which the Board of Trustees determines to be substantially the same as to form and content as a Proposed Amendment which has been previously rejected by the Congregation shall not be resubmitted for consideration to the Congregation unless:

   1. The Board of Trustees shall vote to consider a resubmission thereof; or

   2. One (1) year shall have elapsed since the date of such previous rejection.

3. BY-LAWS

By-Laws shall be adopted hereafter by the Board of Trustees with respect to those matters of governance and management of the Congregation not specifically set forth herein, or to further delineate or detail any specific provision hereof.  Such By-Laws, as may be amended or repealed, in whole or in part, in the manner provided therein, and the amendments to the By-Laws shall be binding on all members.

1. MISCELLANEOUS

   1. Parliamentary Procedure.  Robert’s Rules of Order, Newly Revised, shall be the standard for parliamentary procedure in this Congregation in the absence of any other rule, by-law or law governing the procedure in a particular situation.

2. Ex-Officio Trustees and Committee Members.  A non-voting ex-officio member of the Board of Trustees or a committee shall not have the right to vote and shall not be able to make motions or be recognized by the chair for any other matter other than to speak to an issue or provide a report.

3. Compensation.  Officers, Trustees, committee members, and officers of the auxiliary organizations as such shall not receive any monetary compensation for their services, as Officers, Trustees, committee members and officers of the auxiliary organizations but shall not be precluded from serving the Congregation in any other capacity and receiving compensation therefor.

4. Conflicts of Interest. 

5. Any Trustee who is a party to, or has a financial interest in, or is the fiduciary representative of a party that is the subject of a discussion or motion before the Board of Trustees must immediately notify the President and the Board of Trustees.  Such Trustee cannot vote on any motion pertaining to the subject of such conflict of interest and cannot be present at any discussion or vote by the Board of Trustees and cannot be present at any discussion or vote in committee on such subject.

6. Nothing contained herein shall prohibit any Trustee from making a presentation to the Board of Trustees or a committee and responding to any questions regarding that presentation.

7. Books and Records.  The Congregation shall keep correct books and records of account, minutes of the proceedings of the Congregation, the Board of Trustees, and a record showing the names and addresses of the Voting Members in Good Standing.  All non-confidential books and records of the Congregation, as determined by the Synagogue Administrator, shall be kept in its principal office and may be inspected by any Voting Member in Good Standing, or fiduciary or attorney acting on behalf of a Voting Member in Good Standing, upon reasonable written notice to the Synagogue Administrator and stating any proper purpose and at any reasonable time.

8. Bonding.  If required by the Board of Trustees, any employee of the Congregation, Officer or Trustee shall be bonded in such amount and with such surety as the Board of Trustees shall determine; the cost of the same to be paid for by the Congregation.

9. Dissolution of the Congregation.  Dissolution of the Congregation shall occur only upon the affirmative vote of 75% of the Voting Members in Good Standing who have voted in person or by absentee ballot at a Special Meeting of the Congregation called for such purpose at which more than 75% of the voting members in Good Standing have voted.  In the event of the dissolution of the Congregation, the assets of the Congregation remaining after the satisfaction of all of its liabilities (“Net Assets”) must be distributed to only those organizations whose stated objectives are, when considered as a whole, similar to the Objectives of the Congregation.  Each Recipient organization must also be a charitable organization which operates for an exempt purpose described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.  The determination as to those recipient organizations to receive the Net Assets shall be only upon the affirmative vote of a majority of the Voting Members in Good Standing present at a Special Meeting of the Congregation called for such purpose at which a Quorum is present.  No part of any of the foregoing distribution(s) shall inure to the benefit of any private congregant.

XVI. REPEAL

The existing Constitution of the Congregation is hereby deemed to be repealed as of the date upon which this Constitution came into force.