AI Bylaws
BYLAWS
Anshei Isaiah (Men of Isaiah)
ARTICLE I
PURPOSE
Anshei Isaiah (Men of Isaiah), hereinafter referred to as “Anshei,” is the men’s group of Temple Isaiah. Anshei seeks to create an environment where men can gather, build friendships and strengthen the Temple Isaiah community through the enhanced involvement of its male membership. To this end, Anshei offers social, spiritual, and educational programs, while providing support for select Temple functions from time to time.
ARTICLE II
MEMBERSHIP
Sec. 1. All members of Temple Isaiah who identify as male are invited to participate in Anshei events and programs. (Amended December 19, 2016)
Sec. 2. An Anshei member shall be defined as any member of Temple Isaiah who identifies as male and who who pays annual membership dues to Anshei. Only dues paying members of Anshei have the right to vote.
(Amended December 19, 2016)
Sec. 3. Membership may also be granted to anyone, upon paying annual membership dues, who does not belong to Temple Isaiah and identifies as a Jewish male or male in a Jewish family. Such Anshei members may not renew their membership for the following year without becoming a member of Temple Isaiah, unless granted by the Board of Directors. (Amended March 20, 2017)
Sec. 4. The Board of Directors may at its discretion grant honorary membership to Anshei Isaiah. (Amended March 20, 2017)
Sec. 5. Rights and responsibilities of an Anshei member shall include, but shall not be limited to, voting in the annual Board of Directors elections; voting at special meetings of the membership; being eligible for serving on the Board; serving on a committee; being listed in, or advertising in, the Membership Directory.
ARTICLE III
FISCAL YEAR
The fiscal year of Anshei shall begin on the first day of July and end on the thirtieth day of June each year. (Amended December 19, 2014)
ARTICLE IV
BOARD OF DIRECTORS
NOTE: This section has been amended.
See amended language at the end of the By-laws.
Sec. 1. There shall be thirteen (13) members of the Board of Directors, twelve (12) of which shall be selected by a plurality vote of the voting membership, and one (1) of which shall be the Immediate Past President.
Sec. 2. The Board of Directors shall consist of six (6) Officers and six (6) Directors.
Sec. 3. Beginning with the June 2006 election, elections shall be conducted as follows: the Vice President of Administration, the Vice President of Communications, the Vice President of Programming, and Directors 2, 4, and 6 shall be elected in even numbered years for two (2) year terms. The remaining three Officers and the remaining three Directors shall be elected in odd numbered years for two (2) year terms.
(a) A proxy will be circulated via email to the membership ten (10) calendar days prior to the annual meeting; those members who do not submit an electronic proxy are eligible to vote at the annual meeting, at which time all the votes will be tallied.
(b) The Officers, Directors, and Immediate Past President of Anshei shall sit as voting members of the Board of Directors.
(c) The Rabbi or Rabbis of the Congregation and the President thereof shall be ex-officio members of the Board of Directors without the right to vote.
(d) A Parliamentarian, chosen from among the elected members of the Board of Directors, shall be appointed by the President and approved by the Board.
Sec. 4. No one shall be eligible to hold a seat on the Board of Directors unless he is a member in good standing of both Temple Isaiah and Anshei.
Sec. 5. DIRECTORS’ MEETINGS. Regular meetings of the Board of Directors shall be held at least ten (10) times per year at such time and place as may be designated by the Board. Special meetings of the Board of Directors may be held upon the call of the President of Anshei, or upon electronic or written request of any three Directors. A majority of the votes cast at any meeting of the Board of Directors in which a quorum is present (as defined in Article VII, Sec. 4) shall be required for any motion to pass, unless a different majority is required by these By-Laws. No proxy votes shall be allowed.
Sec. 6. NOTICE OF DIRECTORS’ MEETING. Notice of all regular and special meetings of the Board of Directors shall be given to the Board members in writing or via email by the V. P. of Administration not less than seven (7) days prior to the meeting, or by telephoning such notice to the Directors personally at least five (5) days prior to said meeting.
Sec. 7. Any vacancy occurring on the Board of Directors may be filled by a majority vote of the Board for the remainder of the unexpired term. The filling of a vacancy shall not count as a full term when considering a President’s and/or a Vice President’s two-consecutive term limitation (described in Article V, Sec. 5).
Sec. 8. If the President is unable to complete his term, the remainder of his term shall be filled by the V.P. of Administration.
Sec. 9. Any director absent from more than three consecutive meetings of the Board of Directors, without sufficient reason, may, at the discretion of the Board of Directors, forfeit his position by action of the Board of Directors, and his office shall be considered vacant and may be filled by the Board of Directors pursuant to Article IV, Sec. 7.
ARTICLE V
OFFICERS
Sec. 1. The Officers shall be a President and five (5) Vice Presidents (Administration, Membership, Programming, Communications, and Budget & Finance).
Sec. 2. Officers shall be elected at the annual meeting of Anshei, as described in Article IV, Sec. 3.
Sec. 3. The principal duties of the officers shall be as follows:
(a) The President shall be the general executive officer of Anshei. He shall attend and preside at all meetings of the Anshei General Membership meetings as well as those of the Board of Directors. He shall be Anshei’s representative on Temple Isaiah’s Board of Directors (“Temple Board”). He shall attend meetings of said Temple Board and shall make a report of such proceedings to the Anshei Board at the subsequent meeting of the Anshei Board of Directors. He shall be an ex-officio member of each Anshei committee and shall also perform such other duties as may be prescribed by the By-Laws or by resolution of the Anshei Board of Directors.
(b) The Vice President(s) shall perform such duties as may be directed by the President and/or the Board of Directors, including overseeing their respective committees. The Vice President of Administration shall serve as the General Executive Officer in the absence of the President. In the event of the absence of both the President and the Vice President of Administration, and assuming the laws of quorum are still satisfied, the Vice President of Membership shall preside and serve as General Executive Officer.
1. The Vice President of Administration shall keep a record of all transactions of the meetings of the general membership, the Board of Directors, and Executive Committee. He shall take and distribute minutes and see to their amendments and approval. He shall oversee the general administration, coordination, and operation of all other committees and assist the President with logistics and other administrative matters, as requested. He shall also perform such other duties as prescribed by the By-Laws or by resolution of the Board of Directors or by direction of the President.
Sec. 4. EXECUTIVE COMMITTEE. The executive committee shall be comprised of the Officers of Anshei, as well as the Immediate Past President and other past presidents who are presently sitting on the Board of Directors. It shall meet at the request of the President. Its responsibilities shall be to make recommendations to the Board of Directors as to policy and procedure and to take action on behalf of Anshei when, because of time constraints, it is not practical to bring a matter before the Board of Directors. The executive committee shall also oversee Anshei’s standing committees. With the exception of the Immediate Past President, past presidents shall not be voting members. (Amended February 27, 2017)
Sec. 5. The President and Vice President(s) shall not be permitted to hold their offices for
more than two (2) consecutive terms. However, after serving out his term limits, an outgoing Vice President may run for a Vice Presidential office that is different from his current position (e.g., a V.P. of Administration may run for V.P. of Programming after serving two consecutive terms as V.P. of Administration).
Sec. 6. An Officer or Director shall be eligible to run for President after he has served on the Board as a Director or Officer. (Amended March 20, 2017)
Sec. 7. Any officer absent for more than three (3) consecutive meetings of the Board of Directors, without sufficient reason, may, at the discretion of the Board of Directors, forfeit his position and his office shall be considered vacant, to be filled pursuant to Article V section 5.
Sec. 8. Removal of an Officer or Director. Sufficient grounds for dismissal shall need to be satisfied. Such grounds may include, but are not limited to, behavior that damages or could damage Anshei’s reputation in the Temple community; acting in a manner that does not take Anshei’s best interests into consideration; and exhibiting conduct unbecoming a Director. Should it be necessary to remove an Officer or Director, a 2/3 vote of the Board shall be required.
ARTICLE VI
COMMITTEES
Sec. 1. The standing committees and their functions are as follows:
(a) Programming Committee. The Vice President of Programming shall oversee a committee whose duties shall be to arrange and produce programs and events, as well as fundraising events, as directed by the Board of Directors. This committee shall also, as directed by the Board of Directors, arrange such activities as will serve the Congregation such as Sukkah construction, co-managing the Shiva Minyan Resource Group, and the like.
(b) Membership Committee. The Vice President of Membership shall oversee a committee whose responsibilities shall be to retain/increase Anshei’s membership. They shall maintain membership lists, facilitate a mentoring program, set policy regarding membership dues and billing cycles, send billing notices, collect and reconcile dues, and the like.
(c) Communications Committee. The Vice President of Communications shall oversee a committee(s) whose duties shall be to produce and disseminate communicative, promotional and marketing materials to the members, including, but not limited to, monthly e-newsletters, interim e-mailers, quarterly flyers, and brochures. This committee shall also maintain Anshei’s webpages and coordinate the writing and submission of Anshei’s monthly Ruach contributions.
(d) Budget & Finance Committee. The Vice President of Budget & Finance shall oversee a committee as designated in Article V Section 5(d) that performs the following duties: prepare the budget, provide monthly reports to the Board, reconcile the checking account, issue checks and receive payments, reconcile program RSVPs with receipts, supervise the audit of accounts at the close of the year, and other such duties.
(f) Nominating Committee. The Immediate Past President shall convene and oversee a committee of not less than three (3) men whose duties shall be to compile a list of names of viable candidates to sit on the Board of Directors. Committee members shall be selected by the Immediate Past President in consultation with the Board. The nominating committee shall begin meeting at least three months prior to the start of the fiscal year to allow sufficient time to produce its list. In the event the Immediate Past President is unable to perform such duties, the President shall appoint someone from the Board to convene and oversee this committee.
Sec. 2. The President shall appoint chairs for each committee.
Sec. 3. The President and/or the Board of Directors has the authority to appoint additional standing or ad hoc committees as needed.
ARTICLE VII
MEETINGS
NOTE: This section has been amended.
See amended language at the end of the By-laws.
Sec. 1. ANNUAL MEETINGS OF MEMBERS. The annual meeting of members shall be held during the month of May, the exact date to be fixed by the Board of Directors (the “Board” or “Board of Directors”). The meeting shall be held at such place as the Board of Directors may designate.
Sec. 2. SPECIAL MEETINGS of the membership may be called by the President or the Executive Committee upon receipt of a written request for such a meeting if requested by at least twenty percent (20%) of the general membership. The notice of such a meeting, along with an agenda, shall be sent to the membership by the Administrative Vice President within two weeks of receipt of the request and such meeting shall be convened within thirty (30) days of the receipt of such request.
Sec. 3. NOTICE OF MEETINGS. Notice of the time and place of all meetings of membership shall be given by the Secretary. The notice of each annual/special meeting shall be printed in the temple’s monthly newspaper and/or shall be mailed or emailed to each member no later than two weeks before the date of the meeting.
Sec. 4. QUORUM. A quorum, established by the Board of Directors, shall be required for the purpose of transacting business at any meeting. A quorum shall be defined as a simple majority of Officers and Directors.
Sec. 5. Tie-breakers. Should a tie result from any vote on any issue in any meeting, the President’s vote shall break the tie.
ARTICLE VIII
GOVERNANCE
In all cases of governance not specifically covered by the By-laws, Robert’s Rules of Order, as revised, shall be accepted as authority.
ARTICLE IX
DUES
Sec. 1. Annual dues shall be established by the Board of Directors within thirty (30) days prior to the beginning of the fiscal year.
Sec. 2. Dues paying members shall receive all membership benefits in force at the time.
(Amended February 27, 2017)
ARTICLE X
FINANCIAL ADMINISTRATION
Sec. 1. Anshei shall maintain, at the minimum, a checking account at a Federally accredited banking institution to be chosen by the Board of Directors. Checks shall be disbursed by the Vice President of Budget & Finance under his signature for all amounts $250 and less. For disbursements greater than $250, two signatures shall be required. The President shall appoint the second signatory from amongst the members of the Executive Committee.
Sec. 2. Solvency and perpetuation of Anshei. In the event of a temporary suspension of activities of Anshei governed by these By-laws, Anshei’s treasury shall be held in a separate account with the principal held and protected for a future revival of Anshei.
ARTICLE XI
AMENDMENTS
Sec. 1. These By-laws may be altered or repealed and By-laws may be made at any Annual Meeting of the general membership if notice of the proposed alteration or repeal to be made is contained in the notice of the meeting.
(a) Said meeting notice shall be disseminated via email to the general membership at least 14 business days prior to the Annual Meeting.
(b) A description of the impact, if any, of the change shall accompany the proposal, along with the rationale behind the necessity of the change.
(c) Upon affirmative vote of a simple majority of the members present, the amendment shall be adopted.
Sec. 2. If a By-laws change is deemed necessary prior to the Annual Meeting, the Board of Directors shall draft and disseminate the proposed By-laws change as described in Article XI, Sec. 1 (b). The membership shall then be asked to respond with their vote via email within seven business days, at which time the vote will be tallied. The amendment shall be adopted as described in Article XI, Sec. 1 (c).
Sec. 3. These By-laws may also be altered, repealed or made at any regularly scheduled Board of Directors meeting with an affirmative 2/3 vote of the Board of Directors, provided the vote is taken at the next regularly scheduled meeting.
Sec. 4. Such amendment(s) to the By-Laws shall be effective immediately upon
their adoption.
Sec. 5. Within thirty (30) business days of a By-laws change, said change shall be communicated to the general membership.
Amendments to the Anshei Isaiah By-Laws
APPROVED BY THE BOARD OF DIRECTORS on April 17, 2006 and ratified by the ANSHEI ISAIAH MEMBERSHIP on May 15, 2006:
FIRST AMENDMENT
This amendment (“First Amendment”) is made to the Anshei Isaiah By-Laws (“By-Laws”).
1. ARTICLE VII. (MEETINGS)
Section 1. The first paragraph shall be removed in its entirety and replaced with the following: “ANNUAL MEETINGS OF MEMBERS. The annual meeting of members shall be held during the month of February, the exact date to be fixed by the Board of Directors (the “Board” or “Board of Directors”), so that Anshei’s election of directors and officers can be finalized prior to the dissemination of Temple Isaiah’s annual meeting materials. The meeting shall be held at such place as the Board of Directors may designate.”
Note: at the request of the Temple president, the annual meeting date is being changed so Anshei’s board slate is finalized prior to the dissemination of Temple Isaiah’s annual meeting materials. Since the Anshei president sits on the Temple board, his name must be listed on the Temple’s election ballot.
2. ARTICLE VII. (MEETINGS)
Section 3. Notice of Meetings. Replace “Secretary” with “V.P. of Administration.”
Note: Anshei does not use the term “Secretary”; the “V.P. of Administration” performs such duties; thus, this change is being made for consistency with the rest of the document and for accuracy.
3. ARTICLE IV. (BOARD OF DIRECTORS)
Section 3, first paragraph. Replace “June” with “May.”
Note: this is a correction so that “June 2006 elections” are properly referenced as “May 2006 elections.”
Except to the extent amended hereby, the By-Laws shall remain in effect as ratified by the Anshei Isaiah Membership on May 16, 2005.
SECOND AMENDMENT
This amendment (“Second Amendment”) is made to the Anshei Isaiah By-Laws (“By-Laws”). APPROVED BY THE BOARD OF DIRECTORS on June 15, 2009 in accordance with Article XI, Section 3:
1. ARTICLE IV. (BOARD OF DIRECTORS)
Section 2. Modify the wording of the sentence so that the amended language reads: The Board of Directors shall consist of seven (7) Officers (six elected officers plus the immediate past president) and six (6) Directors.
Note: this corrects the count of the number of officers serving on the board; the immediate past president was inadvertently omitted.
2. ARTICLE IV. (BOARD OF DIRECTORS)
Section 3. Insert numeral “1” under paragraph (b) that reads: The past presidents of Anshei Isaiah shall remain on the board in an advisory role and sit on the executive committee as non-voting board members. They may serve as Anshei Isaiah ambassadors and take on specific assignments if requested by the president or executive committee.
Note: the intent of this amendment is to permit the past presidents to remain engaged in the matters of Anshei Isaiah board business. The amendment specifies a non-voting position to avoid the possibility of a group of past presidents potentially outnumbering, or overruling, the sitting board.
3. ARTICLE IV. (BOARD OF DIRECTORS)
Section 10. Insert a Section 10 that reads: Upon taking office, a new board member shall sign a document pledging confidentiality regarding all matters of board business transacted, whether that business is communicated in person, electronically, or via other means. This document of confidentiality is attached to the By-laws as Appendix A.
Note: this policy was introduced on August 23, 2007 and is now being incorporated into the By-laws.