#1 RESOLUTION to amend Officers of the Synagogue Article 4
WHEREAS Article 4.1 of BY-LAW 1 of the Synagogue defines the Officers of the Synagogue; BE IT ENACTED AS A BY-LAW of the Synagogue as follows; Article 4.1 of BY-LAW 1 of Beit Rayim Synagogue is amended as follows; “4.1 Officers. There shall be a Chairperson, President, a Secretary and a Treasurer or in lieu of a Secretary and Treasurer, a Secretary Treasurer, and such other officers, such as a Vice-Chairperson, as the board of directors may determine by by-law from time to time. One person may hold more than one office except the offices of Chairperson, President and Vice Chairperson. The Officers shall be elected by the board of directors from among their number at the first meeting of the board after the annual election of such board of directors, provided that in default of such election, the then incumbent Chairperson and President, being a member of the board, shall hold office until their successors are elected. All officers must me members of the Board of Directors. “ From; “4.1 Officers. There shall be a President, a Vice President, a Secretary and a Treasurer or in lieu of a Secretary and Treasurer, a Secretary Treasurer, and such other officers as the board of directors may determine by by-law from time to time. One person may hold more than one office except the offices of President and Vice President. The President shall be elected by the board of directors from among their number at the first meeting of the board after the annual election of such board of directors, provided that in default of such election, the then incumbent President, being a member of the board, shall hold office until his successor is elected. The other officers of the Synagogue need not be members or the board and in the absence of written agreement to the contrary the employment of all officers shall be settled from time to time by the board.”
NOTE: • Adds the position of Chairperson and Vice-Chairperson to the definition of officers of the corporation.
#2 RESOLUTION to amend Officers of the Synagogue Article 4
WHEREAS Article 4 of BY-LAW 1 of the Synagogue defines the Officers of the Synagogue; BE IT ENACTED AS A BY-LAW of the Synagogue as follows; Article 4.1 of BY-LAW 1 of Beit Rayim Synagogue is amended by adding the following Article 4.1a “4.1a Chairperson – The Chairperson shall preside at all meetings of the Corporation of the Board and the Executive Committee. He/she shall authorize the call for special meetings and shall be an ex-officio member or all committees. He/she shall have the authority to enforce observance of the bylaws and regulations and shall be responsible for all ongoings of the Corporation. He/she shall have signing authority for cheques drawn on the Corporation. “ NOTE: • Defines the Chairperson roles and responsibility
#3 RESOLUTION to amend Officers of the Synagogue Article 4 WHEREAS Article 4 of BY-LAW 1 of the Synagogue defines the Officers of the Synagogue; BE IT ENACTED AS A BY-LAW of the Synagogue as follows; Article 4.1 of BY-LAW 1 of Beit Rayim Synagogue is amended by adding the following Article 4.1b “4.1b Vice-Chairperson During the absence or inability to act of the Chairperson his duties and powers may be exercised by the ViceChairperson. If the Vice Chairperson exercises any of those duties or powers, the absence or inability to act of the Chairperson shall be presumed with reference thereto. The Vice-Chairperson shall also perform the other duties from time to time prescribed by the hoard of directors or incident to his office. “
NOTE: Defines the Vice-Chairperson Roles and Responsibility
#4 RESOLUTION to amend Officers of the Synagogue Article 4
WHEREAS Article 4.2 of BY-LAW 1 of the Synagogue defines the role of the President of the Synagogue; BE IT ENACTED AS A BY-LAW of the Synagogue as follows; Article 4.2 of BY-LAW 1 of Beit Rayim Synagogue is amended as follows; “4.2 President The President shall preside at all meetings of the members of the Synagogue and of the board of directors only in the absence of the Chairperson or Vice-Chairperson. The President shall also be charged with the general management and supervision of the affairs and operations of the Synagogue and shall have the other powers and duties from time to time prescribed by the board of directors or which are incident to his office. “ From; “4.2 President_ The President shall, when present, preside at all meetings of the members of the Synagogue and of the board of directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Synagogue and shall have the other powers and duties from time to time prescribed by the board of directors or which are incident to his office. “ NOTE: • With the creation of the Chair and Vice-Chair position, we need to amend the existing articles to replace wording referencing the President and VicePresident.
#5 RESOLUTION to amend Officers of the Synagogue Article 4 WHEREAS Article 4 of BY-LAW 1 of the Synagogue defines the Officers of the Synagogue; BE IT ENACTED AS A BY-LAW of the Synagogue as follows; Article 4. of BY-LAW 1 of the Synagogue is amended by adding the following Article 4.8a : “4.8a Immediate Past Chairperson – The Immediate Past Chairperson shall assist the Board and Executive Committee by providing pertinent background information and expertise as appropriate. In the absence of the Chairperson or Vice-Chairperson, or their inability to act, the Immediate Past Chairperson shall assume and perform all the duties of either position as required. The Immediate Past Chairperson shall remain as an officer of the Corporation without election of the Board pursuant to Article 3.3 and 3.4a.”
NOTE: • Defines Immediate Past Chairperson role and responsibility. • Complements existing article for Immediate Past President.
#6 RESOLUTION to amend Officers of the Synagogue Article 4 WHEREAS Article 4 of BY-LAW 1 of the Synagogue defines the Officers of the Synagogue; BE IT ENACTED AS A BY-LAW of the Synagogue as follows; Article 4. of BY-LAW 1 of the Synagogue is amended by adding the following Article 4.9: “4.9 EXECUTIVE COMMITTEE 4.9.1 Composition. The Executive Committee shall be the Officers of the Corporation including the Immediate Past Chairperson and Immediate Past President. 4.9.2 Selection. The officers of the corporation shall be appointed by resolution of the Board at the first meeting following each annual meeting of the members at which the directors are elected. Any members of the Executive Committee designated as such under this bylaw shall be appointed no later than at the next subsequent meeting of the Board. In the event of vacancy in any elected position on the Executive Committee, the Board shall, by election from among the members of the Board, fill such position within sixty (60) days of the vacancy occurring. 4.9.3 Authority. During the intervals between meetings of the Board, the Executive Committee shall possess and may, subject to ratification by the Board, exercise all the powers of the Board in the governance and direction of the Corporation in such manner as the Executive Committee shall deem best for the interest of the Corporation subject to any specific directives imposed by the Board, this by-law or any other statutory or common law.”
NOTE: • Now that all the officers are defined, a by-law is required to create an Executive Committee with associated authority.
#7 RESOLUTION to amend Execution of Documents Article 5.2
WHEREAS Article 5.2 of BY-LAW 1 of the Synagogue defines the authority to bind the Synagogue; BE IT ENACTED AS A BY-LAW of the Synagogue as follows; Article 5.2 of BY-LAW 1 of the Synagogue is amended as follows; “5.2 Execution of Documents. All contracts, instruments, obligations and all other documents binding upon the Synagogue shall be signed by the Chairperson, together with: the Secretary or the Treasurer, or by any two directors, and the Secretary shall affix the seal of the Synagogue to such instruments as require the same. Notwithstanding any provisions to the contrary contained in the by-laws of the Synagogue, the board of directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular contract, instrument, obligation or document binding upon the Synagogue shall be executed. “ From; “5.2 Execution of Documents. All contracts, instruments, obligations and all other documents binding upon the Synagogue shall be signed by the President, together with the Secretary or the Treasurer, or by any two directors, and the Secretary shall affix the seal of the Synagogue to such instruments as require the same. Notwithstanding any provisions to the contrary contained in the by-laws of the Synagogue, the board of directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular contract, instrument, obligation or document binding upon the Synagogue mayor shall be executed. “ NOTE: • With the creation of the Chair and Vice-Chair position, we need to amend the existing articles to replace wording referencing the President and VicePresident.
#8 RESOLUTION to amend Annual and Other Meetings of Members Article 7
WHEREAS Article 7.1 of BY-LAW 1 of the Synagogue defines the requirement for Annual and Other meetings of members; BE IT ENACTED AS A BY-LAW of the Synagogue as follows; Article 7.1 of BY-LAW 1 of the Synagogue is amended as follows; “…At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statements for the immediately preceding fiscal year and the report of the auditors shall be presented and auditors shall be fixed and a board of directors shall be elected. The members may consider and transact any 'business either special or general‘ without any notice thereof at any meeting of the members. The board of directors or the Chairperson or Vice Chairperson shall have the power to call at any time a general meeting of the members of the Synagogue….” From; “...At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statements for the immediately preceding fiscal year and the report of the auditors shall be presented and auditors shall be fixed and a board of directors shall be elected. The members may consider and transact any 'business either special or general without any notice thereof at any meeting of the members. The board of directors or the President or any Vice President shall have the power to call at any time a general meeting of the members of the Synagogue…” NOTE: • With the creation of the Chair and Vice-Chair position, we need to amend the existing articles to replace wording referencing the President and VicePresident.
#9 RESOLUTION to amend Votes to Govern Article 3.10,
WHEREAS Article 3.10 of BY-LAW 1 of the Synagogue defines the requirement to vote on questions arising at any meeting of directors; BE IT ENACTED AS A BY-LAW of the Synagogue as follows; Article 3.10 of BY-LAW 1 of Beit Rayim Synagogue is amended as follows; “3.10 Votes to Govern. Questions arising at any meeting of directors shall be decided by a majority of votes cast by the directors present thereat. In case of an equality of votes, the Chairperson, in addition to his original vote, shall have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any director present, but if no demand is made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the -number or proportion of the votes recorded in favour of or against such resolution. In the absence of the Chairperson, his duties may be performed by a Vice-Chairperson or such other director as the board may from time to time appoint for the purpose. “ from; “3.10 Votes to Govern. Questions arising at any meeting of directors shall be decided by a majority of votes cast by the directors present thereat. In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any director present, but if no demand is made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the -number or proportion of the votes recorded in favour of or against such resolution. In the absence of the President (who shall act as Chairman of meetings of the board) his duties may be performed by a Vice-President or such other director as the board may from time to time appoint for the purpose. “
NOTE: • With the creation of the Chair and Vice-Chair position, we need to amend the existing articles to replace wording referencing the President and VicePresident.
#10 RESOLUTION to amend Committees Article 3.12
WHEREAS Article 3.12 of BY-LAW 1 of the Synagogue defines the creation and structure of Committees of the Board; BE IT ENACTED AS A BY-LAW of the Synagogue as follows; Article 3.12 of BY-LAW 1 of Beit Rayim Synagogue is amended as follows; “3.12 Committees. The board of directors may from time to time as deemed appropriate and by resolution of the Board appoint committees of the board consisting of such number and persons as may be deemed desirable by the board and the board shall prescribe their duties. Except as otherwise established in this by-law, each such committee shall be chaired by a director, have the committee membership and terms of reference approved by resolution of the Board, shall keep records of its activities and recommendations, and, shall report to the Board at such intervals as required by the Board. Any Committee so appointed may meet for the transaction of business, adjourn and otherwise regulate its meetings as it thinks fit. “
From; “3.12 Committees. The board of directors may from time to time as deemed appropriate appoint committees of the board consisting of such number and persons as may be deemed desirable by the board and the board shall prescribe their duties. Any Committee so appointed may meet for the transaction of business, adjourn and otherwise regulate its meetings as it thinks fit. “
NOTE: • Amendment to exiting article around the creation of committees to specify that all Board committees are Chaired by a member of the Board.
#11 RESOLUTION for the creation of Board Standing Committees
WHEREAS Article 3.12 of By-Law 1 provides for the creation of committees of the Board by resolution; BE IT RESOLVED THAT the following committees with associated charters be implemented; 1. Financial Oversight Committee a. Through the Treasurer, shall assist in reviewing the annual budget of the corporation; b. On an on-going basis, shall review budgets, statements, expenditures and reconciliation of restricted funds and make recommendations to the Board; c. Shall assist with the review of binding and contractual financial obligations (e.g. insurance, Board liability insurance, renovations).
2. Nominating/Board Recruitment Committee a. Shall perform outreach activities to recruit potential Board members; b. Shall interview potential Board members and make recommendations to the Board; c. Not later than ninety (30) days prior to the Annual General Meeting, shall seek nominations to fill all vacancies; d. Shall present a slate of directors for nomination at the Annual General Meeting; e. Shall accept nominations from the floor at the Annual General Meeting when accompanied by a signed nomination form.
3. Development Committee a. Shall develop a capita fundraising plan and fundraising activities to achieve the plan; NOTE: • Creation of Board Committees that are always in place.
#12 RESOLUTION to amend qualification requirements of a Director of the Board Article 3.3
WHEREAS Article 3.3 of BY-LAW 1 of the Synagogue entitled “Qualifications” outlines eligibility requirements of a Director of the Board; BE IT ENACTED AS A BY-LAW of the Synagogue as follows; Article 3.3 of BY-LAW 1 of Beit Rayim Synagogue is amended as follows; “ 3.3 Eligibility. Membership in the Corporation is open to any person who; a) b) c) d)
is a resident of Canada; is at least eighteen (18) years of age; is a member in good standing of the Synagogue; is not an “un-discharged bankrupt” “
from; “3.3 Qualification. Every director shall be eighteen or more years of age, shall at the time of his election or within ten days thereafter and throughout his term of office be a member in good standing of the Synagogue. “
NOTES: • Changes the term “Qualification” to “Eligibility” • Adds specifics per the Corporations Act around ensuring a board member is financially viable.
#13 RESOLUTION to amend a prior resolution electing the immediate and any past President to an Honourary Board Member position. WHEREAS a RESOLUTION was passed on May 16, 1995 resolving “Any Past President (except the Immediate Past President) shall be a non-elected Honourary Board member and shall be entitled to receive notice, attend and vote at all meetings of the Board of Directors provided they are members in good standing of the Synagogue and are not otherwise disqualified or removed as provided in Article 3.4” BE IT RESOLVED as a resolution of the Board of Directors of the Synagogue to amend the resolution of May 16, 1995 as follows; “The Immediate and any Past President shall be a non-elected Honourary Board member without voting privilege and shall be entitled to receive notice and attend all meetings of the Board of Directors provided they are members in good standing of the Synagogue and are not otherwise disqualified or removed as provided in Article 3.4”
NOTE: • When enacted, this allows the smaller board to have the collective experience of prior administrations on the board as voting directors. This provision allowed and Past President to become a honourary board member. • This resolution amendment recognizes the contribution of Past Presidents but removed voting clause. • The Immediate Past President is part of the Executive Officers.
#14 RESOLTION to enable a one-time service equivalence to enable Term of Office compliance Article 3.4a WHEREAS the Beit Rayim Membership approved Article 3.4a – Term of Office – at the 2010 AGM that outlined, in part, a maximum of six (6) consecutive years allowed to be served as a Director of the Board and WHEREAS accounting of existing years of service had not been established at that time; BE IT RESOLVED as a resolution of the Board of Directors of the Synagogue: Any currently serving Director who has been serving consecutive years of service since 2006 shall be considered as having completed a sixth year of service on May 25, 2011. All currently serving Directors shall be assigned years of service based on years of service completed by May 25, 2011, per the chart attached. Consecutive years of service shall be waived in the event a current term President falls on the 6th year of consecutive service. The current President must serve in the capacity of Immediate Past President in the 7th year and onward until such time as there is a new Immediate Past President.
Consecutive service since 2011 2010 2009 2008 2007 2006
Service Years Equivalence 1 2 3 4 5 6
NOTES:
• • •
The board and membership approved a revised term structure at the 2010 AGM providing 2 year terms with a maximum of 6 years served per term. We didn’t start the 6 year clock running when the revised structure was implemented. To ensure staggered board terms, it is necessary to invoke a service equivalence based on past consecutive years of service.
#15 RESOLUTON to alter the Board of Director complement from 18 Director to 12 Directors (Article 3.1, Number of Directors)
WHEREAS Article 3.1 of By-Law Number 1 allows for 18 member of the Board of Directors, BE IT ENACTED AS A BY-LAW of the Synagogue as follows; Article 3.1 of By-Law 1 of Beit Rayim Synagogue is amended as follows; “The affairs of the Synagogue shall be managed by a board of twelve (12) Directors.”
NOTES: • Recommending reducing the board complement from 18 to 12 directors • Frees up volunteers to join the Management Team to get things done • Board grows to 14 members with the Past President and Past Chair. • Smaller group can be more productive .