Amended and Restated Bylaws
Parkland Jewish Center, Inc.
d/b/a CONGREGATION KOL TIKVAH
As approved by the congregation at the Annual Meeting May 31 2022
The Congregation shall be known as Congregation Kol Tikvah (CKT).
The Congregation shall foster the tenets and purposes of Reform Judaism by providing a house of worship and learning and of gathering for study, presentation and perpetuation of the Jewish religion, its heritage, teaching and values. Congregation Kol Tikvah is a Reform Jewish Congregation and shall support the institutions of Reform Judaism in North America, including being affiliated with the Union for Reform Judaism.
SECTION 1: If one adult member of a household is Jewish, that household shall be eligible for membership in CKT. The religious status of the adult family members will be determined according to definitions used by the Reform Movement. A “household” shall mean one or more adults and any children under the age of 25 who reside at the same address. Any teenager who is post bar/bat mitzvah, whose family does not wish to belong to CKT, is eligible for membership. Membership of the Congregation shall not exceed four hundred (400) households. The Board of Trustees (“Board”) may define certain categories of membership (e.g., complimentary, part time) that do not count towards the cap. The membership cap can only be changed by a 75% vote of the households, each household having one vote.
SECTION 2. Initial membership in CKT shall commence upon an approved application and any required payment. Membership renews annually.
SECTION 3. Membership may be suspended or terminated by the Board of Trustees for good cause within the discretion of the Board, except that suspension or termination for failure to pay the member’s financial obligation may be accomplished by CKT’s Treasurer or Executive Director acting alone. The Treasurer and/or Executive Director may waive, extend, or modify any financial obligation due from a member for good cause.
SECTION 4. After an event that terminates a household relationship, such as death or divorce, each remaining spouse, partner or child shall be eligible to continue membership at CKT, whether or not such spouse, partner or child professes the Jewish faith.
SECTION 5: A “member in good standing” is one who is current in payment of all financial obligations, as established by the Board.
SECTION 6: Only members in good standing shall be entitled to vote at membership meetings and serve on the Board.
Article IV-Membership Meetings
SECTION 1. The Annual Membership Meeting shall be conducted during the month of May at a time and date determined by the Board. The membership shall be given reasonable advance notice of such meeting at least 20 days before the meeting. Notice shall specify the matters to be addressed at the Annual Meeting, including the Nominating Committee’s slate of Officers and general Board members proposed for election.
SECTION 2. At the Annual Meeting, the President and Treasurer shall report to the membership regarding CKT’s state of affairs and there shall be an election of officers and open general Board seats. The duly elected officers and Board members shall begin their terms on July 1 following their election.
SECTION 3. A Special Meeting of the membership may be called by the President, by five members of the Board, or by written request of at least one-third of the members of CKT in good standing. The request shall specify the matters to be considered and shall be presented to the Board Secretary, who shall notify the Board and Membership. The President shall schedule the Special Meeting in a timely manner. The membership shall be given at least 10 days advance notice specifying the time and date of the Special Meeting and the matters to be considered. No matters others than those specified in the notice shall be considered at that meeting.
SECTION 4. A quorum for any Membership Meeting shall be 15% of the number of member households in good standing. Each adult member shall be entitled to vote. Decisions of the membership shall be by a majority of those members voting at which a quorum is present unless otherwise stated in these Bylaws.
- Voting on the Nominating Committee’s slate of Officers and general Board members taken at an in-person meeting shall be by secret ballot. Electronic elections need not be by secret ballot.
SECTION 5. If a quorum is not present, no votes or similar action may be taken. The President shall adjourn the meeting and schedule a new date within 3 weeks.
SECTION 6. Congregational Membership, Board of Directors, standing committees, special committees and task forces, etc. shall be authorized to meet by telephone conference or through other electronic communication media so long as all the members may simultaneously participate during the meeting. When electronic voting occurs, adequate time must be allowed for votes to be returned.
Article V-Board of Trustees
SECTION 1. The administration of the affairs of CKT shall be vested in the Board of Trustees. It shall establish necessary policies, rules, regulations and procedures for the discharge of its functions, the conduct of its operations, and the operations of the congregation. The Board shall be responsible for:
- Management of the affairs, funds, property and records of CKT.
- Adoption of the annual budget, including establishing member financial obligations, no later than by the Annual Meeting.
- Hiring of senior professional staff.
- Designation of financial institutions for deposit of congregational funds.
- Performance of such other functions as directed by the Membership.
The Board must concur by two-thirds (2/3) of the full board:
- End service of clergy.
- Transition clergy to any status (including emeritus).
- Levy special assessments.
- Purchase/sell real property.
- Lease real property.
- Borrow an amount >25% of gross operating income.
- Enter into a contract of merger.
- File protection under bankruptcy.
- Wind up the affairs of the congregation and end corporate existence.
SECTION 2. The Board consists of 17 members: 5 elected Officers as enumerated in Article VI below; 8 elected general Board members; the Immediate Past President; a representative of Sisterhood; a representative of Brotherhood; and a representative of the Phylis J. Green Early Childhood Center (ECC) PTO (collectively the “auxiliary organizations”). All past presidents (other than the Immediate Past President) are recognized as ex officio non-voting members of the Board, who do not count in establishing a quorum. Spouses or domestic partners may not serve as voting Board members at the same time.
SECTION 3. The Board seat for an auxiliary representative will be declared vacant if the auxiliary and/or its representative do not meet the requirements set forth in these bylaws. The representatives of Sisterhood, Brotherhood and the ECC PTO shall be the President of the auxiliary or his/her designee. Any representative must be a member in good standing of CKT and their auxiliary. They shall be subject to the same conflict of interest rules as the other Board members. The terms of auxiliary organization representatives shall be 1 year. Each such representative may serve no more than 6 consecutive terms.
SECTION 4. The terms of elected general Board members shall be 2 years. An individual may serve no more than 3 consecutive terms as a general Board member. One half of the Board terms shall expire each year. Upon adoption of these Restated and Amended Bylaws, the Nominating Committee shall establish Board terms of all open slots to meet this one-time transition requirement.
SECTION 5. The terms of the elected Officers shall be for two years. An individual may serve no more than 2 terms in the same office. Time spent as a general Board member shall not impair a person from serving as an Officer. An individual may be elected to no more than 12 consecutive years as Officer and Board member combined. Time served as President or Immediate Past President does not count towards the 12 year total.
SECTION 6 An individual who wishes to serve on the Board in any capacity who has served the maximum number of years allowable must wait one year before returning to the Board.
SECTION 7. A vacancy between Annual Meeting elections in Officer and general Board positions shall be filled by the Board with notice given to the congregation. A vacancy in the position of auxiliary representative shall be filled by the respective auxiliary organization.
SECTION 8. The Board may remove a Board member for good cause. Such removal requires an affirmative vote of 2/3 of the entire Board.
SECTION 9. The Board shall conduct monthly regular meetings, a minimum of nine per year, which shall be open to the general Membership. Special meetings of the Board may be called by the President or by 25% of Board members.
SECTION 10. A majority of Board members shall constitute a quorum for the conduct of business. All decisions shall be made by a majority vote of those present and eligible to vote unless specified otherwise in these bylaws.
SECTION 1. The elected officers of CKT shall be President, First Vice President, Second Vice President, Treasurer and Secretary.
SECTION 2. The President shall preside at all meetings of the Board and of the general Membership, decide all questions of order, establish committees, appoint all committee chairs in consultation with relevant professional staff, call special meetings of the Board and general Membership, serve as an ex-officio member of all committees and report to the Membership at the Annual Meeting. The President shall sign deeds, contracts and other documents on behalf of the congregation, or designate someone to act on his/her behalf. The President shall also perform all other duties consistent with the office of President.
SECTION 3. The First Vice President shall act as President in the absence or disability of the President, shall assist the President in governing the affairs of CKT and perform such duties as the President may delegate.
SECTION 4. The Second Vice President shall act as President or First Vice-President, as the case may be, in the absence or disability of either, shall assist both in governing the affairs of CKT, and shall perform such other duties as are assigned by the President.
SECTION 5. The Board Secretary shall take minutes of all Board meetings, and all Annual and Special Meetings of the Membership. The Secretary shall be custodian of the current books and records of CKT, shall issue notices of all meetings, and perform all other duties incident to the office of Secretary.
SECTION 6. The Treasurer shall be the custodian of all funds of CKT, shall monitor the financial records and operations, and shall be the disbursing agent as authorized by the Board. The Treasurer shall chair the annual budget process. The Treasurer shall regularly report the financial condition of CKT to the Board and annually to the general membership. The Treasurer shall arrange for an annual review of CKT’s financial records by an independent Certified Public Accountant selected by the Board. The Treasurer shall also perform all other duties incident to the office of Treasurer.
Article VII-Nominations to the Board
SECTION 1. No later than January 15th of each year, the President, in consultation with the Board, shall appoint a Nominating Committee to develop a slate of Officers and general Board positions to be presented to the Membership for election at the Annual Meeting. The Nominating Committee shall consist of 5 members: 2 Board members and 3 members in good standing of the congregation. No member of the Nominating Committee may be considered for the slate. The Committee shall select its own chair.
SECTION 2. The Nominating Committee shall solicit current members of the Board to ascertain their interest in continuing to serve on the Board in any position, and shall notify the general membership for anyone interested in seeking election to the Board. The Committee shall interview all interested members.
SECTION 3. The Committee will develop a single slate for election. All proposed candidates must be Jewish and be members in good standing. The slate shall not be subject to approval by the Board.
SECTION 4. The Committee’s recommended slate of Officers and general Board seats shall be published in the Annual Meeting notice to the congregation.
SECTION 5. Any member in good standing who is Jewish who has not been nominated by the Nominating Committee and who wishes to be considered for election, may have her/his name placed on the ballot by submitting a petition signed by 10 members of the congregation in good standing requesting same. Such petition shall specify the position being sought and shall be submitted to the Board Secretary at least 15 days prior to the Annual Meeting.
Article VIII-Auxiliary Organizations
SECTION 1. The current auxiliary organizations of CKT are Sisterhood, Brotherhood and the Phylis J. Green Early Childhood Center (“ECC”) PTO. Any other organizations wishing to be recognized as an auxiliary of CKT must apply for, and receive, Board approval to do so. All auxiliary organizations shall act for the benefit of, and in the best interests of, CKT.
SECTION 2. The bylaws of the auxiliary organizations shall be consistent with the bylaws and general policies of CKT. In the event of any conflict, the CKT Bylaws shall prevail. Each auxiliary organization shall provide to the CKT Board any proposed amendments or revisions to their bylaws 30 days in advance of the proposed effective date of such amendments or revisions. The CKT Board shall have the right to require changes in order to ensure there are no conflicts with the CKT Bylaws or policies and procedures.
SECTION 3. Each auxiliary must have at least 30 paid members who are also members in good standing of CKT, with the exception of the ECC PTO, whose members need to be families who have at least one child attending the Phylis J Green ECC but do not also need to be members of CKT. Any auxiliary that does not have the required number of members shall have their position on the CKT Board declared vacant until the conditions are met. Each auxiliary organization shall supply a list of members to the CKT Board on an annual basis.
SECTION 4. All board members of Sisterhood and Brotherhood shall be members in good standing of CKT.
SECTION 5. No auxiliary organization may obligate the funds of CKT without prior written Board approval.
SECTION 1. It is the role of the committees to recommend policies, actions and expenditures to the Board and to implement Board decisions. The committees shall administer the day-to-day activities of the programs for which they are responsible and report to the Board as appropriate. Except as specifically authorized by the Board, no Committee has the authority to engage any personnel or to enter into any contract on behalf of the congregation.
SECTION 2. The President shall appoint the Chairs of any standing committees within 60 days of the Annual Meeting. The President, in consultation with the committee chairs, shall appoint and shall retain the right to remove any or all committee members. Committee Chairs and other committee members shall each serve a term of one year, which shall automatically renew unless otherwise determined by the President.
SECTION 3. There shall be the following permanent standing committees: Bylaws, Executive, Finance, Education and Youth, Membership/Engagement, Social Action, Development, ARZA, and Ritual.
SECTION 4. The Executive Committee shall consist of the elected officers of CKT.The Executive Committee shall transact all necessary Board business between Board meetings and such business as may be referred to it by the Board. The Executive Committee shall make a report of its actions at the next regular Board meeting. Executive Committee actions are subject to review by the Board.
SECTION 5. The Finance Committee shall be chaired by the Treasurer. The Committee shall prepare the annual budget consisting of detailed estimates of income and expenses based on the requests of committee chairs and professional staff. The Treasurer shall present the budget to the Board for approval no less than 60 days prior to the Annual Meeting, and shall present the approved budget to the Membership at the Annual Meeting as part of the Treasurer’s Financial Report. The Committee shall review any proposed major expenditure not provided for in the budget and prepare a recommendation on the matter to the Board.
SECTION 6. The Ritual Committee, shall, in cooperation with the Rabbi, recommend policies concerning the rituals and observances of the congregation. In the absence of clergy, the Committee shall arrange for service leaders. They also shall assist staff in ensuring a positive worship experience at services.
SECTION 7. The Education and Youth Committee shall advise the Rabbi and education staff on policies, curriculum and programming, and assist with implementing same. There may be a separate committee for adult education.
SECTION 8. The Membership/Engagement committee shall work to increase membership and to help develop programs for the engagement of all members of the congregation.
SECTION 9. The Social Action Committee shall be responsible for coordinating the advocacy efforts of the congregation.
SECTION 10. The Bylaws Committee shall be responsible for preparing recommended amendments as directed by the Board. The Bylaws Committee shall review and propose any needed amendments to the Board no less than once every three years.
SECTION 11. The Development Committee shall be responsible for coordinating such events or projects to help the congregation raise the necessary funds needed that do not come from dues.
SECTION 12.- The ARZA Committee advocates for Israel by encouraging members to join ARZA, by sponsoring Israeli movie nights, discussions groups, educational activities such as the Modern Israel Seminar, speakers, Israel trips, and providing programming for Shabbat services, Yom Ha’Zicharon and Yom Ha’Atzma’ut.
SECTION 1. Any Rabbi engaged by the Congregation shall be ordained by a recognized national rabbinical seminary or by a national recognized rabbinical body. In selection of the Rabbi, the Congregation shall take into account the general principles established by the Union for Reform Judaism (URJ), the Central Conference of American Rabbis (CCAR), and Hebrew Union College-Jewish Institute of Religion (HUC) insofar as they are not inconsistent with the policies, practices and objectives of the Congregation.
SECTION 2. When a new Rabbi is sought, the President shall appoint a search committee of at least 5 members in good standing. Not more than 60% of the committee shall be Board members. The President shall appoint the committee chair. The Board may establish guidelines or criteria to assist the search committee in their efforts. The engagement of a Rabbi must receive approval of the Board and be ratified by a majority vote of two-thirds (2/3) of the Membership in attendance at an Annual or Special Meeting called for that purpose.
SECTION 3. The Board may modify, renew, or decline to renew the term of a Rabbi, which shall be by a two-thirds vote of the full Board.
SECTION 4. The Rabbi shall be the spiritual leader of the congregation and shall enjoy freedom of the pulpit.
SECTION 5. The Rabbi shall perform such duties as are set forth in the employment contract between the Rabbi and CKT, and such other duties as are incident to the position of Rabbi and designated by the Board.
SECTION 6. The Rabbi and his/her immediate family shall be courtesy members of the Congregation without privilege to vote. The Rabbi serves as an ex officio nonvoting member of the Board.
SECTION 1. Any Cantor or Cantorial Soloist (“Cantor”) engaged by the Congregation will be selected based on the principles of the URJ, the American Conference of Cantors (ACC) and HUC insofar as they are not inconsistent with the policies, practices and objectives of the Congregation.
SECTION 2. When a new Cantor is sought, the President shall appoint a search committee of at least 5 members in good standing. Not more than 60% of the committee shall be Board members. The President shall appoint the committee chair. The Board may establish guidelines or criteria to assist the search committee in their efforts. The engagement of a Cantor must receive approval of the Board and be ratified by a majority vote of two-thirds (2/3) of the Membership in attendance at an Annual or Special Meeting called for that purpose.
SECTION 3. The Board may modify, renew, or decline to renew the term of a Cantor, which shall be by a two-thirds vote of the full Board.
SECTION 4. The Cantor shall seek the advice and guidance of the Rabbi in the performance of the Cantor’s duties.
SECTION 5. The Cantor shall perform such duties as are set forth in the employment contract between the Cantor and CKT, and such other duties as are incident to the position of Cantor and designated by the Board.
SECTION 6. The Cantor and his/her immediate family shall be courtesy members of the Congregation without privilege to vote.
Article XII-Conflicts of Interest
SECTION 1. All officers and general Board members shall disclose to the Board if she/he is or may be an officer, director, owner, partner or employee of, or a holder of more than a 10 percent interest in, a corporation or other business entity with which CKT may enter into a contract or other transaction. Such officer or Board member shall not participate in any discussion of the contract or transaction and shall abstain from voting on it.
SECTION 2. If one or more officer or Board members has disclosed a conflict as required by Sec. 1 of this Article, the remaining Board members may, nonetheless approve the contract or transaction if they are satisfied that the contract or transaction has been negotiated at arm’s length, is fair and reasonable and in the best interests of CKT.
SECTION 3. If a Board member has, or may be perceived as having, a conflict of interest on an issue before the Board, such Board member shall recuse themselves from discussion and voting or may be recused by 2/3 minimum vote of the remaining present Board members.
Article XIII-Indemnification and Insurance
SECTION 1. Any person who was, or is, a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative and whether brought by or against CKT, by virtue of the fact that the person is or was an Officer, Trustee, employee or agent of CKT shall be indemnified and held harmless against expenses ( including attorney’s fees), judgments, and amounts paid in settlement actually and reasonably incurred by her/him in connection with such action, suit, or proceeding including any appeal.
SECTION 2. However, CKT shall not be obligated to indemnify such person if a court of competent jurisdiction determines, or in the absence of such determination, the CKT Board determines, that the actions of such person constitute gross negligence or willful misconduct. Such determination shall be made by a majority vote of the Board by a quorum consisting of those Board members who were not parties to such action, suit or proceeding. If such quorum is not attainable, or if even a quorum is attainable and a majority of voting Board members so directs, by independent legal opinion in a written opinion.
SECTION 3. Expenses (including attorney’s fees) incurred in defending a civil or criminal action, suit, or proceeding shall be paid by CKT in advance of the final disposition of such action, suit or proceeding upon receipt of a written agreement by the person involved to repay the expenses advanced by CKT on behalf of said person unless it is ultimately determined that she/he is entitled to be indemnified by CKT as provided for in these bylaws.
SECTION 4. Indemnification shall continue as to a person who has ceased to be an Officer, Trustee, employee or agent of CKT and further shall inure to the benefit of the heirs, executors and administrators of such person.
SECTION 5. The Board may authorize the purchase and maintenance of insurance on behalf of any person who is or was an Officer, Trustee, employee or agent of CKT against any liability asserted against such person for actions taken as an Officer, Trustee, employee or agent of CKT.
SECTION 1. The location of the permanent structure to be the Congregation Kol Tikvah house of worship shall be within the territorial limits of the City of Parkland. This provision may only be modified by a vote of eighty percent (80%) of the member families. In this case, each household shall have one vote.
SECTION 2. The CKT fiscal year shall be from July 1 through June 30.
SECTION 3. Seats in the place of worship shall be unassigned.
SECTION 4. Robert’s Rules of Order shall govern the rules of procedure in all Board meetings and membership meetings.
SECTION 5. If the Board votes to enter into a contract of merger per Article V Section 1, that decision shall be presented to the membership for approval by a 2/3 vote of the membership in attendance.
SECTION 1. Amendments to the Bylaws may be proposed by the Board to the general Membership at the Annual Meeting or a Special Meeting called for the sole purpose of considering the proposed amendments.
SECTION 2. Notice of the proposed amendments shall be made to the general Membership at least 20 days prior to the meeting at which the proposed amendments are to be considered. Notice may be electronic and/or by mail as deemed sufficient by the Board.
SECTION 3. The quorum and voting requirements of Article IV shall apply to a vote on the proposed amendments except that a change to the Bylaws shall require a 2/3 vote of the membership in attendance.