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Yom Shabbat, 30 Sivan 5777

 

 

OUR MISSION

STATEMENT:

 

“My House Shall be Called a House of Prayer For All Peoples”

 

To provide a spiritual,

cultural and educational environment inspired by the highest Reform Jewish values.

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Constitution & Bylaws of OST

CONSTITUTION AND BYLAWS OF
OHEF SHOLOM CONGREGATION
NORFOLK, VIRGINIA 

Approved at a Meeting of the Board of Directors on April 25, 1991
Adopted at a Meeting of the Congregation on May 23, 1991
Amended at Meetings of the Congregation on May 18, 2000, May 17, 2001, May 20, 2004, May 18, 2006, January 6, 2008,  January 12, 2012, and May 15, 2014

PREAMBLE

The members of the Ohef Sholom Congregation adopt for their government the following Constitution and Bylaws, while affirming the Officers and Directors elected under the previous Constitution for the terms specified.

ARTICLE I

TITLE AND PURPOSE

Section 1.  This Congregation shall be a Reform Jewish Congregation, known as Ohef Sholom Congregation.

Section 2.  The purpose of this Congregation shall be to worship God; to affirm the attachment of its members to the ideals and faith of Judaism; to provide the appropriate means for them to express those ideals and that faith; to cultivate a love and understanding of the Jewish heritage; to afford religious education to its members and their children; to promote the welfare of our Jewish brethren; and to support worthy efforts for the betterment of all people.

ARTICLE II

NATIONAL AFFILIATION

Section 1.  This Congregation shall affiliate with the Union for Reform Judaism.

ARTICLE III

MEMBERSHIP

Section 1.  Any persons subscribing to the purposes enumerated in Article I, Section 2, above who is eighteen (18) years of age or over may be elected to membership upon approval of his or her application by a majority vote of the members of the Board of Directors present and voting.

Section 2.  The unit of membership shall be a household consisting of one or more Jewish adults and any unmarried children who are not self-supporting and who have not yet reached the age of 30.

Section 3.  The Board of Directors may establish special membership classifications with such provisions as it shall deem advisable.  In the absence of such designation, a member shall be deemed to be a general member of the Congregation.

Section 4.  (A) General members shall have the right to vote on all matters coming before meetings of the Congregation.  There shall be no voting by proxy.  The privilege of voting shall be vested in each individual household member, age eighteen (18) or over who is not otherwise required to have a separate membership.  (B) Members shall be eligible to participate in all Temple activities and services, for themselves and their households.

Section 5.  (A) Prospective members of the Congregation who are transferring their membership from another congregation must be in good financial standing with the congregation from which they are transferring.  (B) Members shall pay such dues, assessments and other fees in such installments as shall be determined by the Board of Directors.  Upon failure of a member to pay any financial obligation to the Congregation the Board of Directors, or its delegated representative, may take appropriate action including membership suspension or termination.  (C) The Board of Directors or its delegated representative may waive, extend or modify any financial obligation due from a member.

Section 6.  The resignation of any member shall not relieve such member from payment of any obligation due the Congregation at the time of resignation.

ARTICLE IV

OFFICERS

Section 1.  The officers of the Congregation shall consist of a President, a first and a second Vice President, a Secretary and a Treasurer, all to be elected for a term of one year at the Annual meeting of the Congregation.  A majority vote of the members present and voting shall be required to elect each officer.  These officers shall assume office upon election.  No officer shall succeed herself/himself more than twice, except for the Secretary and the Treasurer.

Section 2.  In order to be an officer, the individual must be a general member in good standing in the Congregation, and of the Jewish faith.

Section 3.  The duties of the President shall be to act as chairman at all Congregational and Board meetings; to appoint committees, on all of which the President is to be an ex-officio member; to call special meetings; to sign authorized legal documents; and to perform such other duties as are incident to the office.

Section 4. The Vice-Presidents in order shall automatically succeed to the office of President in case of vacancy and shall act for the President in the case of absence or disability. They shall perform such duties as may be assigned to them by the President, and be ex-officio members of all standing committees.  If for any reason, the office of First Vice President should become vacant, the Second Vice President shall automatically succeed to the office of First Vice President, to serve until the next annual or special meeting of the Congregation.  If for any reason, the office of Second Vice President should become vacant (including because of the elevation of the First Vice President), the Board of Directors may elect one of its members as Acting Second Vice President to serve until the next annual or special meeting of the Congregation.

Section 5.  It shall be the duty of the Secretary to serve the Congregation, the Board of Directors and the Executive Committee.  The Secretary shall be responsible for keeping the minutes of these bodies, keeping a register of all members of the Congregation, sending out notices of all meetings, and performing such other duties as are incident to the office.  If for any reason the office of Secretary should become vacant, the Board of Directors may elect one of its members as Acting Secretary to serve until the next annual or special meeting of the Congregation.

Section 6.  The Treasurer shall be the financial officer of the Congregation and shall be responsible for the receipts and disbursements of the funds of the Congregation, subject to Article IV, Section 8 herein, and the directions of the Board of Directors.  The Treasurer shall report regularly to the Board of Directors and shall present a financial report to the Congregation at all meetings.  The Treasurer, in the absence of the President and Vice-Presidents, shall preside over regular or special meetings of the Board and assume the duties and responsibilities incumbent upon that office.  If for any reason the Office of Treasurer should become vacant, the Board of Directors may elect one of its members as Acting Treasurer to serve until the next annual or special meeting of the Congregation.

Section 7.  There shall be an Executive Committee consisting of the Officers of the Congregation, its immediate Past President, and an At Large member appointed by the President from among the members of the Board of Directors, who shall act for the Congregation between meetings of the Board of Directors.  All Executive Committee actions shall be reported to the Board of Directors at its next meeting for confirmation.

Section 8.  All disbursement of Congregational funds shall require the signature of two (2) officers, one of whom shall preferably be the Treasurer.      

ARTICLE V

BOARD OF DIRECTORS

Section 1.  The Board of Directors shall consist of the officers of the Congregation as set forth in Article IV, and twenty-one (21) directors elected by a majority vote of the Congregation present and voting.  In addition, Chairpersons of the Standing Committees and the Presidents of the Women of Reform Judaism, the Men's Club and the Ohef Sholom Foundation shall be ex-officio members of the Board. The President of the Ohef Sholom Temple Youth shall be a non-voting member of the Board.  All past Presidents of the Congregation and such other persons as qualify under paragraph #7 below shall be honorary members of the Board of Directors with voting privileges.

Section 2.  Each year seven (7) of the twenty-one (21) directors elected by the Congregation shall be elected for a term of three (3) years.  Elected directors shall not include a husband and wife.  The Board is empowered to fill a vacancy to serve until the next annual or special meeting of the Congregation.

Section 3.  No director shall be elected to the Board of Directors for more than two consecutive full terms of three years each provided, however, that this restriction shall not be deemed to include service on the Board of Directors as an officer of the Congregation, Chairperson of a Standing Committee, or President of the Women of Reform Judaism, the Men’s Club or the Ohef Sholom Foundation.

Section 4.  Any general member of the Congregation in good standing and of the Jewish faith shall be eligible to be elected to the Board of Directors.

Section 5.  The Board of Directors shall have the responsibility for the general management of the affairs of the Congregation including, but not limited to:

(a)        control of its revenue and property,

(b)       determination of dues and assessments,

(c)       determination of term, compensation, and duties of employees except as herein otherwise provided,

(d)       admission of new members,

(e)        removal of a director or officer by a two-thirds vote of the Board, and

(f)        taking such other actions as shall best promote the welfare of the Congregation.

Before any contract shall be entered into by or for the Congregation for the sale of real property (or an interest therein) which has been or is being actively used in the Congregation’s religious activities, or for the purchase or mortgage or real property, the Board of Directors shall ascertain all of the relevant material facts and submit them with its recommendation to the Congregation at regular or special meetings of the Congregation.  It shall require a vote of two-thirds of the members present and voting at the Congregation meeting to authorize such purchase, sale, or mortgage of real estate. Real property, which has never been actively used in the Congregation’s religious activities, may be sold without a Congregational meeting, upon the approval of two-thirds majority of the Board of Directors present and voting at a meeting at which such sale was mentioned in the notice of meeting.

Section 6:  The Board may consider for removal any director, except an honorary director, who is absent without adequate excuse from three consecutive regular meetings of the Board in one fiscal year.

Section 7:  Upon completion of twelve (12) years of service on the Board of Directors, such director shall automatically achieve the status of Honorary Director and thereafter be a member of the Board of Directors without the necessity of election thereto for so long as he or she shall remain a member of the Congregation.  In recognition of extraordinary service to Ohef Sholom Congregation and upon recommendation of the Board of Directors, and with written notice thereof, pursuant to Article 8, Section 2 herein, the Congregation in Annual or Special Meeting assembled may by two-thirds majority ballot elect a member to the status of Honorary Director with all the rights and privileges thereof.

Section 8:  It shall be the duty of all members of the Board of Directors, in addition to duties elsewhere prescribed, to attend Board Meetings, Temple Services, and Congregational functions regularly, and to serve on any committees to which they may be assigned.

Section 9.  (a)  This Section 9 shall become effective upon the merger of the Congregation with Temple Sinai (the “Merger”), and shall expire, becoming null and void, at the eighth (8th) Annual Meeting of the Congregation after this Section’s having become effective, and upon such expiration, this Section 9 shall be deleted from this Constitution and Bylaws.

(b)  Article V, Sections 1 and 2 are hereby temporarily made ineffective, and in their place the following provisions shall be effective: 
The Board of Directors shall consist of the officers of the Congregation as set forth in Article IV, and twenty-seven (27) elected directors.  The elected directors shall be elected by a majority vote of the Congregation present and voting to a three-year term (except as provided in the next paragraph of this Section), and shall be allocated into three (3) equal classes of nine (9) directors.  Elected directors shall not include a husband and wife. In addition, Chairpersons of the Standing Committees and the Presidents of the Women of Reform Judaism, the Men's Club and the Ohef Sholom Foundation shall be ex-officio members of the Board.  The President of the Ohef Sholom Temple Youth shall be a non-voting member of the Board.  All past Presidents of the Congregation and such other persons as qualify under Section 7, above, shall be honorary members of the Board of Directors with voting privileges.
The Board vacancies created by the increase in elected directors to twenty-seven (27) shall be filled by six (6) Temple Sinai members in good standing who intend to join the Congregation upon the Merger and have been selected by Temple Sinai’s Board prior to the Merger (“Sinai directors”).  Sinai directors shall be allocated equally to OST’s three (3) classes of elected directors, so that two (2) will serve an initial one-year term; two (2) will serve an initial two-year term; and two (2) will serve a full three-year term.  The terms of Sinai directors elected at the sixth (6th) and seventh (7th) Annual Meetings after the Merger shall be truncated and expire when this Section 9 expires.  Sinai directors shall be subject to the term limit in Article V, Section 3.  Except for the initial vacancies filled by Sinai directors upon the Merger, the Board is empowered to fill an elected director vacancy to serve until the Congregation’s next Annual or Special Meeting.

ARTICLE VI

RABBIS AND CANTORS

Section 1.  A Rabbi or Cantor shall be selected or reappointed by the Board of Directors by such process as the Board may determine.  Employment contracts should normally coincide with the Temple’s fiscal year, may be given for a period of up to three (3) years and may provide for automatic renewal upon expiration for a like term, unless at least six (6) months prior to the expiration date either party (the Board being empowered to act for the Congregation) declares that it does not wish to renew the contract.  The recommendations of the Board as to the selection or reappointment of a Rabbi or Cantor, and the terms and conditions of employment, shall not take effect until approved by a majority of those present and voting at a Congregational meeting.

Section 2.  In certain unique circumstances, after at least ten (10) years’ service to the Congregation by a Rabbi or Cantor, the Board may recommend to the Congregation an employment contract which exceeds a period of three (3) years.  In addition, after at least 2½ years’ service to the Congregation by a Rabbi or Cantor who will have been ordained for at least 12 years by the beginning of the new employment contract term, the Board may recommend to the Congregation an employment contract of five (5) or seven (7) years.  Any employment contract described in this Section 2 is herein called a “longer term employment contract,” and may provide for extension, unless at least six (6) months prior to the expiration date, either party (the Board being empowered to act for the Congregation) declares it does not wish to extend the contract.  Such a longer term employment contract shall only be considered by the Board at a meeting held upon at least two weeks’ notice stating the matter to be considered, and shall only be recommended to the Congregation upon a vote of at least three-fourths of those Board members present and voting.  The recommendations of the Board with regard to such a longer term employment contract, and the terms and conditions of said employment, shall not take effect until approved by a majority of those present and voting at a Congregational meeting.

ARTICLE VII

MEETINGS AND QUORUMS

Section 1.  The Annual Meeting of the Congregation shall be held in the month of May each year at the Temple or such other place as may be determined by the Board of Directors.  Written notice of said Annual Meeting shall be mailed to each member fifteen (15) days prior to the meeting and must contain the report of the Nominating Committee.  This meeting shall receive the reports of the President and the Treasurer, approve the budget for the next fiscal year, hear the report of the Nominating Committee, elect the officers and new directors, and transact such other business as may properly come before it.

Section 2.  Special Meetings of the Congregation may be called by the President at any time, and shall be called by the President upon written request of twenty (20) members of the Congregation or by the direction of the Board of Directors.  A meeting shall be called within thirty (30) days of receipt of such request or Board directive.  In the event of the absence or incapacity of the President and Vice-Presidents, the Secretary shall be empowered to call such meetings.

Section 3.  Notice of any special meeting of the Congregation shall be mailed to each member of the Congregation at least seven (7) days before said meeting and shall state the nature of the business to be transacted. No other business shall be considered at such meetings.

Section 4.  Regular meetings of the Board of Directors shall be called by the President, and at least six (6) such meetings shall be held during each fiscal year.  Special meetings may be called by the President at any time and it shall be his/her duty to call a Special Meeting upon written request of seven (7) members of the Board.  A meeting shall be called within ten (10) days of receipt of such request unless the request specifies a longer interval.  In the event of the absence or incapacity of the President and Vice-Presidents, the Secretary shall be empowered to call such meetings.  Notification of any meeting of the Board shall be made to the members of the Board of Directors at least three (3) days prior to the meeting.  In cases of extreme urgency the President, or, in the event of his/her unavailability, such officer as may be acting in his/her stead, may convene a Special Meeting of the Board without giving the three (3) days notice.  In this event a special quorum requirement shall apply (see Section 6 below).

Section 5.  Forty-five (45) members shall constitute a quorum for transaction of business at a meeting of the Congregation and twelve (12) members of the Board of Directors shall constitute a quorum for transaction of business at a Board Meeting.

Section 6.  Special Meetings of the Board convened under the "extreme urgency" provision of Section 4 above shall require a quorum of sixteen (16) members of the Board of Directors.

                                                                             

ARTICLE VIII

NOMINATIONS

Section 1.  At least forty-five (45) days prior to the Annual Meeting the President shall present to the Board of Directors his recommendations for a Nominating Committee consisting of five (5) persons, of whom two (2) shall be hold-over members of the Board of Directors, one of whom shall act as Chair of said committee, and three (3) shall be from the general membership of the Congregation other than officers or Directors.  The Board of Directors then shall elect as the Nominating Committee these or such other persons as a majority of the Directors present and voting shall select, provided that the composition of the committee shall conform to the above stated categories.

Section 2.  The committee, as elected, and the Congregation shall be so notified by the Secretary.  The Committee shall submit, from the general membership of the Congregation, nominees for the various officers and directors by filing same in writing with the Secretary at least thirty (30) days prior to the date fixed for the Annual Meeting.  The nominations submitted by this committee shall be reported in the notices of the Annual Meeting.

Section 3.  Nothing contained herein shall preclude any general member from placing any qualified general member in nomination for any elective office or directorship.  Such nominations shall be made by submitting in writing the names of the persons and the positions for which they are nominated to the Secretary at least five (5) days prior to the Annual Meeting and shall have the prior permission of those nominated.  Such nominations shall be seconded in writing by at least five (5) general members and shall likewise be received by the Secretary five (5) days prior to the Annual Meeting.

                   

ARTICLE IX

INCOME AND DUES

Section 1.  Dues, fees, rentals, and other charges shall be set from time to time by the Board of Directors.

Section 2.  Members delinquent in payment of dues and those attending under their membership shall not be permitted to attend the High Holy Days Services or have the privilege of attending the Religious School, Hebrew School, or to schedule life cycle events.  The Board of Directors may except hardship cases or may delegate such authority.

Section 3.  The Fiscal Year of the Congregation shall begin June 1st.

ARTICLE X

COMMITTEES

Section 1.  The following Standing Committees and their Chairpersons shall be appointed annually by the President:

(a)       A Budget and Finance Committee, consisting of not less than five (5) members.

(b)       A House Committee, consisting of not less than three (3) members.

(c)       A Membership Committee, consisting of not less than five (5) members.

(d)       A Religious School Committee, consisting of not less than nine (9) members.

(e)       A Worship Committee, consisting of not less than five (5) members.

(f)        A Dues Committee, consisting of not less than five (5) members.

(g)       An Investment Committee, consisting of not less than three (3) members.

(h)       A Music Committee, consisting of not less than five (5) members.

(i)        A Caring Committee, consisting of not less than five (5) members.

(j)        An Archives/Library Committee, consisting of not less than five (5) members.

(k)       An Adult Education Committee, consisting of not less than five (5) members.

(l)        A Personnel Committee, consisting of not less than seven (7) members.

       

Section 2. The President may appoint such other committees as may be needed for the proper operation of the affairs of the Congregation.

                                                                             

ARTICLE XI

AUXILIARY UNITS

Section 1.  Auxiliary units of the Congregation may be formed with the approval of the Board of Directors.  Such units shall annually present the Treasurer with a copy of their budget and financial statement.

Section 2.  The Women of Reform Judaism, the Men's Club, and the Ohef Sholom Temple Youth are the recognized auxiliary units.

Section 3.  The policies and programs of any auxiliary unit shall conform with the policies determined by the Board of the Congregation.  In the event of any conflict among auxiliary units or between an auxiliary unit and the Board of Directors of the Congregation, the decision of the Board of Directors of the Congregation shall prevail.

ARTICLE XII

TRUSTEES

The Congregation upon recommendation of the Board of Directors shall elect from its membership at least three trustees in whose names the real estate owned by Ohef Sholom Congregation shall be held.  They shall be residents of Hampton Roads, Virginia, and shall continue in office at the pleasure of the Congregation.

ARTICLE XIII

MISCELLANEOUS

Section 1.  Wherever in any Article, Section or sub-section of this Constitution and Bylaws provisions are made for notice to be given to any member, Officer, or Director of the Congregation, it shall not be construed to require personal notice.  Such notice may be given by first class mail to such persons at their address as it last appears on the records of the Congregation, and shall be effective three (3) calendar days following its deposit in the mail.

Section 2.  All decisions made by Boards of Directors and/or Congregational Meetings acting under previous Constitutions are affirmed unless specifically changed herein.

Section 3.  Except as herein otherwise provided, the proceedings at all meetings of the Congregation, the Board, and its committees shall be governed by Robert's Rules of Order.

ARTICLE XIV

AMENDMENTS

Section 1.  Any proposal to alter or amend the Constitution and Bylaws shall be made in writing and shall be signed by at least five (5) general members of the Congregation or approved by the Board, and shall be submitted to each member of the Congregation in the notice for a Special or Regular Meeting of the Congregation and may be acted upon at that meeting.  A two-thirds vote of the members present and voting shall be necessary for its adoption.

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