Constitution of the Jewish Reform Congregation of Ottawa

Approved November 25, 1993

Revised May 12, 1996, May 5, 1997, May 5, 1999, January 25, 2009, November 29, 2009, November 28, 2010, November 29, 2011, November 27, 2012.

Whereas the Jewish Reform Congregation of Ottawa -Temple Israel (“Temple Israel”) was incorporated on the 10th day of February, 1982, as a corporation without share capital and not for profit (Ontario Corporation Number 502742);

And whereas Temple Israel is further established as a charity in accordance with the Income Tax Act of Canada and now has the following charitable registration number b/n 10753 4943 RR001

The following Constitution shall govern the affairs of the Jewish Reform Congregation of Ottawa – Temple Israel, hereinafter referred to as “the Congregation”.

 

1. Purpose

The purpose of the Congregation shall be to promote Judaism in all aspects of life by worship, religious education, social action and welfare, as well as social, and community activities. The Congregation shall follow and develop the forms, practices and usage compatible with a liberal interpretation of Judaism.

 

2. Affiliation

The Congregation shall affiliate itself with the Union for Reform Judaism, Canadian Council for Reform Judaism and the Union for Reform Judaism.

 

3. Membership

(a) Criteria for Eligibility
Any person shall be eligible for membership in the Congregation
i. who is Jewish;
ii. who is eighteen (18) years of age or older; and
iii. who subscribes to the purposes of the Congregation as set forth in Article 1 of this Constitution.
(b) Board Approval
A membership application must be approved by a majority of the Board of Directors.

(c) Exception to Membership Criteria
The provisions of paragraph (a) of this Article shall not affect the membership status of any person who was a member of the Congregation on or before January 28, 1974.

(d) Member in Good Standing
A member in good standing shall be one who has fulfilled all his/her financial obligations to the Congregation.

(e) Rights and Privileges of Members
The following rights and privileges shall be available exclusively to members in good standing:
i. to vote at all meetings of the Congregation;
ii. to be eligible to serve as a Director of the Congregation;
iii. to have his/her children attend the religious school of the Congregation;
iv. to use the House of Worship and other congregational facilities for Jewish life cycle events;
v. to have a seat in the House of Worship for all services; and
vi. to participate in all activities held under the auspices of the Congregation.

(f) Suspension and Cancellation of Membership
i. If the Finance Committee determines that a member is not in good standing, the Committee shall inform the member, and concurrently the Executive, of the suspension of his/her rights and privileges.
ii. The Board of Directors may cancel the membership of any person who no longer meets the criteria for eligibility for membership set forth in paragraph 3(a) of this Constitution or fails to live up to the moral standards of the Congregation. Prior to cancellation, the member shall be given at least two (2) weeks written notice of the date and time that this matter is to be considered by the Board of Directors and that such member is entitled to appear and be heard on the issue. Cancellation of membership shall require a two/thirds (2/3) majority.
iii. Where membership is cancelled, the member shall remain liable for the payment of any dues, assessments or pledges which were payable prior to such suspension or cancellation.

3.1 Companion Membership

(a) Criteria for Eligibility
Any person shall be eligible to become a Companion Member of the Congregation
i. who is the non-Jewish spouse or common-law spouse of a member in good standing
ii. who is eighteen (18) years of age or older, and
iii. who subscribes to the purposes of the Congregation as set forth in Article 1 of this Constitution.

(b) Board Approval
A companion membership application must be approved by a majority of the Board of Directors.

(c) Companion Membership in Good Standing
A companion member in good standing shall be one who has fulfilled his/her financial obligations to the Congregation.

(d) Rights and Privileges of Companion Members
The following rights and privileges shall be available to Companion Members in good standing:
i. to have his/her children attend the religious school of the Congregation;
ii. to use the House of Worship and other congregational facilities for Jewish life cycle events;
iii. to have a seat in the House of Worship for all services;
iv. to participate in all activities held under the auspices of the Congregation;
v. to be a member of a Temple Committee, other than the Cemetery Committee, the Pulpit Committee, the Religious School Committee, or the Ritual Committee, but may not be a Committee Chair or Vice-Chair; and
vi. notwithstanding articles 3(e), 10(b) and 10(c), to be included in the quorum for a vote, and to vote at Annual or Special Meetings of the Congregation on matters that pertain to the purchase, sale or lease exceeding five years of real estate.

(e) Suspension and Cancellation of Membership
i. If the Finance Committee determines that a Companion Member is not in good standing, the Committee shall inform the Companion Member and, concurrently, the Executive, of the suspension of his/her rights and privileges.
ii. The Board of Directors may cancel the companion membership of any person who no longer meets the criteria for eligibility set forth in Article 3.1(a) of this Constitution or fails to live up to the moral standards of the Congregation. Prior to cancellation, the Companion Member shall be given at least two (2) weeks written notice of the date and tie that the matter is to be considered by the Board of Directors and that such Companion Member is entitled to appear and be heard on the issue. Cancellation of companion membership shall require a two-thirds (2/3) majority.
iii. Where companion membership is cancelled, the now former Companion Member shall remain liable for the payment of any dues, assessments or pledges which were payable prior to such suspension or cancellation.

(f) Continuation of Companion Membership in Exceptional Circumstances
Companion membership may be continued where the criteria for eligibility in 3.1(a)(i) are no longer met.

 

4. Associate Membership

(a) Criteria for Eligibility
Any person shall be eligible for associate membership in the Congregation
i. who is Jewish;
ii. who is eighteen (18) years of age or older; and
iii. who, if a resident of the city of Ottawa or a surrounding municipality, must be a full member of any other synagogue represented on the Jewish Community Council of Ottawa, or of another recognized congregation outside of Ottawa.

(b) Board Approval
An associate membership application must be approved by a majority of the Board of Directors.

(c) Rights and Privileges of Associate Members
An Associate Member, in contrast to a member, shall only be entitled to the following rights and privileges:
An Associate Member may participate in the public activities of the Congregation and receive the bulletin of the Congregation but is not entitled to a seat in the House of Worship during Rosh Hashanah and Yom Kippur and is not entitled to the services provided only to Members, including burial services.

5. Annual Dues, Fees and Special Assessments

(a) Annual Dues and Fees
A member or companion member shall pay annual dues and fees as determined by the Finance Committee and approved by the Board of Directors. The dues and fees of any member or companion member may be delayed, reduced or waived at the discretion of the Finance Committee.

(b) Special Assessments
The Board of Directors may, if approved by two-thirds (2/3) of all Directors currently serving on the Board, levy upon each member of the Congregation special assessments not exceeding a total of $200 in any one fiscal year. A higher amount can only be approved by a Special Meeting of the Congregation called for such purpose; and the members of the Congregation shall be advised of such special assessment by written notice. Such notice shall also state that assessment may be delayed, reduced or waived at the discretion of the Finance Committee.

 

6. Board of Directors

(a) Composition
The affairs of the Congregation shall be managed by a Board of up to twenty-two (22) Directors who, at the time of taking office and throughout their term of office, shall be members of the Congregation in good standing (except for the representative of the Youth Group whose parent or guardian shall be a member of the Congregation).
i. Elected Directors: Sixteen (16) shall be elected by ballot as further provided for in this Constitution. Of these, five (5) shall be elected as Officers, namely: President, 1st and 2nd Vice-Presidents, Secretary and Treasurer. The remaining eleven (11) shall be elected as Directors-at-large.
ii. Presidential-Nominated Directors: Up to four (4) may be nominated by the President of the Congregation, for the approval of the Board of Directors;
iii. Ex-Officio Directors: wo (2) shall be Directors by virtue of their positions in the Congregation, namely the immediate Past President of the Congregation (or if unavailable or unwilling to serve, the first available antecedent for that position) and the President of the Youth Group (or his/her designate). Where the President of the Youth Group or designate is not of legal age, he/she shall serve as a non-voting Director.

(b) Term
i. All elected Directors shall serve for two (2) year terms, until the second annual meeting following the annual meeting at which they are elected. The President, 1st Vice President, 2nd Vice President, and five (5) Directors shall be elected in odd-numbered years; the Secretary, Treasurer, and six (6) Directors shall be elected in even-numbered years. The newly elected Directors shall assume their responsibilities thirty (30) days after the Annual Meeting at which they were elected, or immediate following a formal installation, whichever is earlier.
ii. Presidential-Nominated Directors shall hold office only until the next Annual Meeting (i.e., one year or less).
iii. Vacancies among the Elected Directors shall be filled as soon as possible from among the members of the Congregation for the unexpired portion of the vacant term. Candidates shall be nominated by the President and approved by the Board of Directors. If there are fewer than eight (8) elected Directors, they shall forthwith call a Special Meeting of the Congregation to fill the vacancies.
iv. A Director may at any time be removed from office by resolution passed by three-fourths (3/4) of the members present at a Special Meeting of the Congregation called for that purpose.
v. Notwithstanding subparagraph (b)(iv) above, the Board of Directors may vote by a simple majority to remove any member of the Board who is absent without permission of the Board from three consecutive regular meetings or a total of 30% of all such meetings within the Board member’s term of office.

(c) Board Meetings
i. The Board of Directors shall meet at least once a month, except during the months of July and August when no meetings shall be required. Unless otherwise announced by the President, Board of Directors meetings are open to all members.
ii. The President or a Vice-President acting individually, or any five (5) Directors acting together may, at any time, summon a meeting of the Board of Directors.
iii. Directors shall be given at least three (3) days’ prior notice of any meeting of the Board of Directors.
iv. A simple majority of Directors serving on the Board of Directors shall form a quorum for the transaction of all business.

 

7. Role & Responsibilities of the Board of Directors

(a)The Role of the Board of Directors is
i. to act as the collective voice of the Congregation;
ii. to represent the Congregation with respect to its affiliations and relationships with the Canadian Council for Reform Judaism, the Union for Reform Judaism, the World Union for Progressive Judaism and such other national and international organizations as may be identified by the Board of Directors and which share similar goals and objectives to those of the Congregation;
iii. to represent the Congregation in its affairs with local, national and international communities, organizations and bodies politic in Canada and elsewhere;
iv. to identify the religious, cultural, educational, social, health and welfare needs of the Congregation and to plan, encourage and conduct activities to satisfy those needs;
v. to solicit such funds as may be required for religious, cultural, educational, health, welfare and other purposes of a charitable nature; and
vi. to allocate and disburse, or to direct the allocation and disbursement of funds resulting from annual dues and fees, special assessments, donations and any fund-raising projects conducted by, or held in the name of the Congregation.

(b) Responsibilities of the Board of Directors
Consistent with the above role, and except where a Meeting of the Congregation is specifically required by this Constitution, the responsibilities of the Board of Directors shall include
i. considering applications for membership;
ii. approving an annual operating budget prepared by the Finance Committee;
iii. approving contractual arrangements with a Rabbi and hiring such employees as may be deemed necessary, establishing terms of employment, duties and compensation, and terminating the services of any employee;
iv. calling a Special Meeting of the Congregation when required or deemed necessary;
v. establishing committees as the Board may deem advisable;
vi. appointing accountants or auditors and approving annual financial statements;
vii. authorizing the borrowing of money. Should the amount to be borrowed in any one fiscal year exceed fifty thousand dollars ($50,000), thirty (30) days prior notice shall be given to all members; and
viii. engaging in any lawful contract on behalf of the Congregation, except that in the case of the purchase, sale or lease exceeding five years of real estate, such contract shall require the approval of two-thirds (2/3) of the sum of the members in good standing and companion members in good standing present at a Special Meeting of the Congregation called for such purpose, for which the quorum shall be fifteen percent (15%) of the sum of members in good standing and companion members in good standing.
ix. appointing a director or officer of the Temple (in addition to the immediate Past President and Treasurer) to serve as an ex-officio member of the Board of Directors of the Temple Israel (Ottawa) Foundation, who will hold this position with the Foundation while holding the respective office with the Congregation, and who will report annually to the Board on the activities of the Foundation.
x. appointing for a five-year term a Temple member who represents the Temple as Member of the Board of Directors of the Jewish Memorial Gardens and who will report annually to the Temple Board on the activities of the Memorial Gardens.

(c) Remuneration
No remuneration shall be paid to Directors for their activities as Directors except for reimbursement of reasonable expenses. The Directors of the Congregation are indemnified and saved harmless out of the funds of the Congregation except such costs, charges or expenses as are occasioned by a Director’s own willful neglect or default.

 

8. Officers and Executive

(a) Executive Committee
The Executive Committee of the Congregation shall consist of the six (6) Officers of the Congregation, namely the President, First Vice-President, Second Vice-President, Secretary, Treasurer and the immediate Past President (or if not available or unwilling to serve, the first available antecedent for that position). The meetings of the Executive Committee are to be closed, except by invitation of the President.

(b) Role & Responsibilities of the Executive Committee
The role of the Executive Committee is to support the President in the management of the affairs of the Congregation. Its responsibilities include
i. providing advice and attending committee meetings as necessary and facilitating communication between the committee and the Executive;
ii. monitoring the relationship between the Congregation and the Rabbi, Educator, Administrator and Cantor and ensuring that a mechanism exists to assess the performance of such staff;
iii. reporting to the Board of Directors on attendance of Board members at meetings of the Board;
iv. appointing representatives to serve on various local, regional and national community organizations and councils.

(c) Role & Responsibilities of the President and Vice-Presidents
The role of the President shall be to manage the overall affairs of the Congregation. In carrying out this role, the responsibilities of the President include
i. setting the agenda, and chairing all meetings of the Congregation, the Board of Directors, and the Executive Committee;
ii. recommending, for the approval of the Board of Directors, Chairs of Standing Committees, and up to four (4) Presidential-Nominated Directors;
iii. appointing members of the Executive Committee to act as liaison with the Standing Committees; and
iv. making a report at each meeting of the Board of Directors regarding the activities of the Executive Committee.
In the absence of the President, the First Vice-President shall perform the duties of President, and in the absence of the First Vice-President, the Second Vice-President shall perform all such duties
v. The immediate Past-President shall serve as an ex-officio member of the Temple Israel (Ottawa) Foundation Board of Directors, to hold this position while immediate Past-President of the Congregation.

(d) Role & Responsibilities of the Secretary
The Secretary shall be charged with administrative and procedural responsibilities, including
i. recording minutes of meetings of the Board of Directors, the Executive and the Congregation,
ii. issuing all notices on behalf of the Board,
iii. being the custodian of the seal of the Congregation and of all books, papers, records, correspondence, contracts and other documents belonging to the Congregation,,/span>
iv. organizing, maintaining and distributing a Board manual to Directors containing the decisions and policies of the Board of Directors, as well as a current version of this Constitution,
v. ensuring the maintenance of a historical archive of the Congregation,
vi. administering attendance records at meetings of the Board of Directors,
vii. communicating Board activities and decisions to the Congregation, and
viii. administering procedures for the nomination and election of Directors and other matters requiring voting at meetings of the Board of Directors and of the Congregation.

(e) Role & Responsibilities of the Treasurer
The Treasurer shall be charged with financial responsibilities including
i. keeping full and accurate accounts of all receipts and disbursements of the Congregation in proper books of account,
ii. depositing all monies and other available effects in the name and to the credit of the Congregation at such financial institutions as may be designated by the Board of Directors,
iii. disbursing the funds of the Congregation under the direction of the Board of Directors,
iv. reporting to the Board of Directors on all transactions of the Treasurer and of the Finance Committee,
v. producing an annual statement to be reviewed by the appointed auditor or accountant of the Congregation, and
vi. administering specific Congregational Funds (e.g. Prayerbook Fund) in conjunction with the appropriate Standing Committee.
vii. serving as an ex-officio member of the Temple Israel (Ottawa) Foundation Board of Directors, to hold this position while holding the office of Treasurer of the Congregation.

(f) Signing Officers
All legal documents and all cheques and withdrawals of monies on deposit shall be signed by any two of the following: the President, the First Vice-President, the Chair of the Finance Committee, the Treasurer, or a Director specifically authorized by the Board of Directors.

(g) Tenure of Office
Officers shall not be permitted to serve for more than six (6) consecutive years in any one office.

 

9. Committees

(a) There shall be the following Standing Committees:
i. Communications Committee – Responsible for the Congregational Bulletin, the supervision of notice boards and other aspects of publicity.
ii. Constitution Committee – Responsible for advising on all matters relating to this Constitution.
iii. Continuing Education Committee – Responsible for the planning, administering and coordinating educational activities for members.
iv. Finance Committee – Responsible for making a detailed estimate of the income and expenses of the Congregation for the ensuing year and all matters pertaining to budgeting, including the assessment of membership dues and religious school fees. The Finance Committee shall also be responsible for rental, purchase, disposal or other financial arrangements with respect to property.
v. Fund Raising Committee – Responsible for the planning and operation of all fund raising activities (including Bingos) held under the auspices of the Congregation.
vi. Membership Committee – Responsible for reviewing membership applications and for making recommendations to the Board of Directors. The Membership Committee shall also be responsible for developing policies to integrate members into the Congregation and for membership retention.
vii. Personnel Committee – Responsible for advising on personnel issues, policy, and on terms and conditions of contracts and for establishing evaluation procedures.
viii. Property Management Committee – Responsible for the care and maintenance of facilities and property of the Congregation.
ix. Pulpit Committee – Responsible for facilitating communication between the Rabbi and the Congregation.
x. Religious School Committee – Responsible for the operation of a religious school, including the selection of teachers and adoption of courses of study as well as administering any social, cultural or recreational program for children.
xi. Ritual Committee – Responsible for all matters pertaining to religious services, ritual, music, the choir, ushering, the cemetery, and burial arrangements.
xii. Social Action Committee – Responsible for furthering the Jewish ideal of social justice and for serving as the arm of the Congregation for social betterment.
xiii. Youth Committee – Responsible for supervising the cultural, social and recreational programmes for youth attending high school or of high school age. The Youth Committee shall also be responsible for appointing and directing youth group advisors.

(b) Establishment & Accountability
All committees are established by, and are accountable to, the Board of Directors.

(c) President as Ex-Officio Committee Member
The President shall be ex-officio a member of all Committees.

(d) The Rabbi as Ex-Officio Committee Member
The Rabbi shall be ex-officio a member of the Ritual, Religious School, Continuing Education, Youth and Membership Committees.

(e) Status of Chairs of Standing Committees
Chairs of Standing Committees need not be members of the Board of Directors but must be members in good standing.

(f) Appointment of Vice-Chairs members and sub-committees of Standing Committees
The Chair of a Standing Committee shall appoint a vice-chair and other members of the Committee and may also create and appoint Sub-Committees and Chairs thereof.

 

10. Meetings of the Congregation

(a) Annual and/or Special Meetings
The Annual or any Special Meeting of the Congregation shall be held at such time and at such place as may be determined by the Board of Directors.

(b) Quorum
Subject to Articles 3.1(d)(vi) and 7(b)(viii), a quorum for the transaction of business at the Annual Meeting or any Special Meeting of the congregation shall consist of at least forty-five (45) members in good standing

(c) Voting
Subject to Articles 3.1(d)(vi) and 7(b)(viii), only a member in good standing shall be entitled to vote at the Annual or any Special Meeting of the Congregation. A member shall not be entitled to vote by proxy. A companion member shall only be counted as part of the quorum and entitled to vote in accordance with Article 7(b)(viii) when they and their spouse/partner are in good standing.

(d) Annual Meeting
i. Unless otherwise determined by the Board of Directors, the Annual Meeting shall be held by November 30th of each year, commencing in the calendar year of 2009. The date shall be determined by the Board of Directors by June 30th.
ii. At every Annual Meeting, reports shall be submitted by the President, the Treasurer, the Chair of the Nominating Committee, and the Chairs of Standing Committees. The Rabbi and chairs of other Committees may also deliver a report.
iii. Notice of the Annual Meeting shall be mailed to every member of the Congregation at least twenty-one (21) days before the Meeting.

(e) Special Meeting of the Congregation
i. A Special Meeting of the Congregation must be called within thirty (30) days of a request from the Board of directors or from at least twenty-five (25) members in good standing.
ii. The Secretary shall notify the members of the Congregation at least fourteen (14) days prior to a Special Meeting of the Congregation. The notice shall specify the purpose of the Meeting and the business to be transacted. When the meeting is to consider the purchase, sale or lease exceeding five years of real estate, companion member must be notified in the same manner as members.

 

11. Nominations

(a) Nominating Committee
By June 30th of each year, a Nominating Committee shall be formed, consisting of five (5) members in good standing as follows: a chair and member of the board of directors shall be nominated by the President and subject to approval of the board of directors. Three (3) additional members may be appointed by the Chair of the Nominating Committee but no more than two (2) committee members shall be members of the board of directors.

(b) Notification of members of opening of nomination process
At least eight (8) weeks prior to the Annual Meeting, the Congregation shall be advised of the members of the Nominating Committee, and that the Committee shall accept suggestions for nominations. Members of the Nominating Committee shall be eligible to stand for election

(c) Presentation of report of Nominating Committee to Board
At least three (3) weeks prior to the Annual Meeting, the Nominating Committee shall present to the Secretary a list of eight (8) nominees and the position for which each has been recommended.

(d) Notification of membership
The Secretary shall mail to all members the list of nominees and the notice of the Annual Meeting. This notice shall advise that:
i. no nominations shall be accepted from the floor at the Annual Meeting; and
ii. that any additional nominations must be made in writing and signed by at least three (3) members of the Congregation, and further signed by the nominee. Such nominations must be received by the Secretary at least ten (10) days prior to the Annual Meeting.

(e) Additional nominations
If additional nominations are received in accordance with the provisions of paragraph (d) above, the Secretary shall prepare a list of all the nominees and shall mail such list to the members of the Congregation at least five (5) days prior to the date of the Annual Meeting.

(f) Nomination as Director-at-Large
A nomination for election as an Officer, whether made by the Nominating Committee or otherwise, shall automatically constitute nomination of that candidate for election as a Director-at-large, unless the nominee states otherwise.

 

12. Elections

(a) Presentations by candidates
Should a vote be required, each candidate shall be encouraged to make a brief presentation.

(b) Voting for Officers
In voting for Officers, a member shall vote for only one (1) candidate for each position to be elected. The candidate receiving a plurality of the votes cast shall be declared elected. In the event of a tie, further ballots shall be held between or among the tied candidates. If there are only two candidates on the final ballot and a tie results, the chair of the Annual Meeting of the Congregation shall cast the deciding vote.

(c) Voting for Directors-at-Large
In voting for Directors-at-large, a member shall be entitled to cast as many votes as there are Directors-at-large to be elected that year. In the event of a tie, further ballots shall be held in the manner described in paragraph (b) above.

 

13. Rules of Procedure

On any procedural matter not dealt with in this Constitution, the Chair shall refer to and be guided by the provisions of Robert’s Rules of Order or such other manual of procedure as the Board of Directors may from time to time designate.

 

14.  Amendments to the Constitution

(a) Approval of Amendments
Amendments to this Constitution shall enter into force only if approved by a two-thirds (2/3) vote of members in good standing present and voting at an Annual or Special Meeting of the Congregation.

(b) Special Meeting for purpose of amending Constitution
A Special Meeting of the congregation for the purpose of amending this Constitution shall be held within thirty (30) days of receipt of a request from the Board of Directors or from any twenty-five (25) members in good standing.

(c) Notification of Proposed Constitutional Amendments
At least fourteen (14) days prior to the Annual or Special Meeting of the Congregation, the Secretary shall advise the members of the Congregation of the proposed amendment, which may be amended at the meeting.

 

15. Disposal of Assets

Upon dissolution of the Congregation and after payment of all debts and liabilities, the remaining property of the Congregation shall be distributed or disposed of to charitable organizations or organizations the objects of which are beneficial to the community.