Chavurat Hamidbar Bylaws

Revised March 2005

Article I

Name and Purposes

1.1 The name of this organization shall be CHAVURAT HAMIDBAR, The Fellowship of the Desert.

1.2 The corporation is organized and operated exclusively for religious and educational purposes

Article II

Membership, Meetings, Quorum and Voting

2.1 A member of the corporation will be any individual or family who joins the Chavurat Hamidbar and accepts the requirements of membership. The rights of a member terminate upon termination of the member’s membership. Membership in the corporation is not transferable.

2.2 The annual meeting of members of the corporation shall be held during the month of December at a time and place fixed by the President upon notice given to each member not less than ten (10) days before the meeting.

2.3 Special meetings of the members may be called by any director/officer on notice given to each member not less ten (10) days before the meeting.

2.4 Business meetings of the corporation shall be scheduled at least three (3) times per fiscal year at a time and place fixed by the President upon notice given to each member not less than ten (10) days before the meeting.

2.5 Quorum. Seven (7) members will constitute a quorum. A quorum once attained continues until adjournment despite voluntary withdrawal of enough members to leave less than a quorum. The action of a majority of the members present at a meeting in which a quorum is present will constitute members’ action.

2.6 Voting. Each adult member (13 years or older) will have one vote for all purposes. There will be no proxy voting.

Article III

Board of Directors

3.1 Number, Tenure, Qualification, Election. The board will consist of a minimum of three and maximum of five directors who will be elected annually from the membership by the members at their annual meeting to serve until their successors have been elected. Directors shall be members of the Chavurat Hamidbar in good standing. A director may be removed with or without cause by a majority vote of the members, or may resign. Vacancies may be filled by a majority vote of the directors then in office, subject to replacement by the members.

3.2 Meetings. The annual meeting of the board of directors shall be held without notice immediately following the annual members’ meeting. Special meetings of the board will be held at a time and place fixed by the President, and may be called by any director on notice given to all directors at least two (2) days before the meeting.

3.3 Quorum, Action. The presence in person of a majority of the directors will constitute a quorum. A quorum once attained continues until adjournment despite voluntary withdrawal of enough directors to leave less than a quorum. The directors may act only as a board with each director having one vote. The action of a majority of directors present at a meeting in which a quorum is present will constitute an action of the board. Alternatively, in the absence of a meeting the action of a majority of directors assented to in writing by all the directors, will constitute an action of the board.

Article IV

Officers

4.1 Officers. The officers of the corporation shall consist of a president, a vice-president, secretary and treasurer. The officers shall be elected for a one year term by the board of directors at its annual meeting and shall serve until their successors are elected. Officers shall be members of the corporation in good standing. An officer may be removed with or without cause by the board, or may resign. The board may fill vacancies and newly created offices. One person may hold more than one office, except that no person shall be both president and secretary.

President. The president of the board shall be the chief executive officer of the corporation and shall preside at all corporation and board meetings and, when authorized, will execute and deliver documents on behalf of the corporation.
Vice President. The vice-president shall act as chief executive officer of the corporation during the president’s absence or disability.
Secretary. The secretary shall keep the minutes of the meetings of the board and shall be responsible for giving and serving all notices for the corporation. The secretary shall perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or the board.
Treasurer. The treasurer shall have custody of the property of, and shall keep correct and complete books and records and account for, the corporation. The treasurer shall prepare or cause to be prepared and shall present to the Board at its annual meeting a complete financial report. The treasurer shall also, when requested by the president or the Board, render a statement of the finances of the corporation. The treasurer shall perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or the board.

4.2 Committees. Committees may be established by the board.

Article V

Notice and Waiver of Notice

Any notice of meeting will state the time, place and purpose of the meeting, may be sent by email, regular mail or delivered to the persons entitled thereto at the address shown on the most recent membership list and will be considered given when emailed, mailed or delivered. Any notice will be considered waived by any person who appears at a meeting in person. Failure to receive notice will not affect the validity of the meeting involved.

Article VI

Corporate Seal

The corporation shall dispense with a corporate seal.

Article VII

Monetary Matters

7.1 Funds and Borrowing. The depository for corporate funds, the persons entitled to draw against these funds, the persons entitled to borrow on behalf of the corporation and the manner of accomplishing these matters will be determined by the board; provided, however, that any expenditure in excess of $500.00, any charitable contribution, and all allocations to the Hebrew School must be approved by a majority of the members when a quorum is present at a business or special meeting.

7.2 Compensation and Pecuniary Benefit. The corporation is a religious and educational corporation and is not to be operated for profit. No member, director or officer of the corporation shall receive, directly or indirectly, any compensation or pecuniary benefit from the corporation except: (1) the corporation may compensate a member, director or officer for services rendered as a teacher in the Hebrew School or similar educational services; and (2) the corporation may reimburse a member, director or officer from corporate funds, for expenses incurred on behalf of, and authorized or ratified by the corporation.

7.3 Prohibition Against Sharing in Corporate Earnings. No member, director or officer of the corporation shall receive at any time any of the net earnings of the corporation, or share in any of the assets of the corporation. Upon dissolution or other termination of the corporation, no part of the property or proceeds thereof shall be distributed to, or inure to the benefit of, any members, directors, or officers of the corporation.

7.4 The activities of the corporation shall not be used in carrying on propaganda or otherwise attempting to influence legislation nor shall any part of its property be used to participate in or intervene in any political campaign on behalf of any candidate for public office.

7.5 Dissolution. Upon dissolution or other termination of the corporation, property or proceeds shall first be distributed in payment of all liabilities of the corporation. Then, property or proceeds of the corporation shall be distributed among one or more corporations, trust, funds or foundations organized and operated exclusively for religious or educational purposes, as shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, as the board shall determine.

Article VIII

Personal Liability, Indemnity and Interested Parties

8.1 Personal Liability. The directors and officers of the corporation shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporations, or other entities extending credit to, contracting with or having any claim against the corporation, may look only to the funds and property of the corporation for the payment of any debt, become due or payable to them from the corporation.

8.2 Indemnity. The corporation will indemnify each member, director and officer of the corporation, their heirs, legal representatives and assigns, against expenses and liabilities reasonably incurred in connection with any action, suit or proceedings in which the member, director or officer is involved or made a party by reason of being, or having been such, except in relation to matters as to which the indemnitee shall be adjudged to be liable for negligence or misconduct in the performance of duty to the corporation.

8.3 Interested Parties. No transaction of the corporation will be affected because a member, director or officer of the corporation is interested in the transaction, so long as such transactions are conducted at arms length in good faith and are not violations of the proscriptions in the Articles of Incorporation and these Bylaws against monetary benefit. Such interested persons will be counted for quorum purposes and may vote when the corporation considers the transaction. Such interested persons will not be liable to the corporation for the person’s profits or the corporation’s losses from the transaction.

Article IX

Fiscal Year

The fiscal year of the corporation shall be from July 1 to June 30.

Article VIII

Repeal or Amendment

These Bylaws may be repealed or amended by a majority vote of the board.

Adopted by the Board of Directors on this 5th day of March 2005.

President, Board of Directors Vice-President, Board of Directors

Secretary, Board of Directors Treasurer, Board of Directors