CONSTITUTION OF THE FIRST NARAYEVER CONGREGATION
Adopted June 10, 2007
The organization shall be known as the First Narayever Congregation, hereinafter sometimes referred to as the “Congregation” and sometimes referred to as the “Synagogue”.
The Congregation is an egalitarian Jewish synagogue, unaffiliated with any religious movement, and committed to:
- conducting Jewish religious services in a traditional manner and making no gender-specific role differentiations;
- building a kehila kedosha, rooted in love of torah, Israel and the Jewish people;
- providing educational programs for youths and adults;
- promoting the concept of tikun olam through social action projects and by raising funds for tzedakah;
- creating and maintaining a welcoming spiritual environment in which to celebrate simhas as well as to grieve and mourn losses;
- fostering social and cultural activities which create a strong sense of community; and
- contributing to the vitality of the downtown Toronto Jewish community.
III. RELIGIOUS POLICIES AND PRACTICES
- Services will be held on the Sabbath and on Holy Days and may be held at other times.
- The halakhically required Torah portion for any service will be read in its entirety.
- Active participation (e.g., being counted in a minyan, being a shaliah tsibur, getting an aliyah, etc.) is open to any Jewish female who has passed her twelfth birthday and to any Jewish male who has passed his thirteenth birthday.
- Children are encouraged to participate in suitable aspects of services and Congregational activities.
- For purposes of an aliya status as Levi or Cohen will be determined by paternity. Those called up should, if possible, be called by the names of both parents.
- Wording of the liturgy may be adapted to foster an egalitarian philosophy in accordance with Objective II. A, where reasonable under the circumstance.
- Other departures from traditional liturgy will be minimized whenever possible.
Kashrut will be adhered to on the premises of the Synagogue.
C. SHABBAT AND YOM TOV OBSERVANCE
The laws of Shabbat and Yom Tov will be adhered to on the premises of the Synagogue.
Provision and/or arrangement for burial and mourning will be made in accordance with traditional practice.
A. BOARD OF GOVERNORS
- Any member of the Congregation (a “Congregation Member”) in good standing may be elected to the Board of Governors, hereinafter referred to as the “Board”.
- The Board shall consist of a President, Vice-President, Treasurer, Secretary, immediate Past President, and up to eighteen additional members. If the immediate Past President is unable to serve, the President shall appoint another person who has served on the Board to that position. Unless a Board member is a director by virtue of an office as contemplated in subsections IV.A.2.b and IV.A.2.c the role of each member of the Board will be determined by the Board on or before the third meeting of each new Board.
- The President, Vice-President, Treasurer, Secretary, immediate Past President and such other members as the Board may determine shall comprise the Board’s Executive Committee.
2. Election of Board Members
- The President, the Vice-President, the Treasurer and the Secretary shall be elected to such offices at the Annual General Meeting of Congregation Members, hereinafter referred to as “AGM”.
- The President, the Immediate Past President, the Vice-President, the Treasurer and the Secretary will be Board members by virtue of their respective offices.
- Board members shall be elected at the AGM. At the discretion of the Board in lieu of electing persons as Board members, any one or more of the Board positions can be by way of election to a specified portfolio (being the Chair of a specified committee) and the person voted to such position will be a member of the Board by virtue of holding such position.
- At least three months prior to the scheduled AGM the Board shall establish a Nominating Committee consisting of one Board member and two non-Board members.
- The Nominating Committee shall invite nominations for all positions personally and by electronic and written notice and shall present a list of candidates to the Board which list will be comprised of all nominations received. The Committee shall make all reasonable efforts to have at least one person listed for each position, but failure to present a complete list of candidates shall not invalidate the list. Any Congregation Member in good standing wishing to run for a position must contact the Chair of the Nominating Committee in writing or by electronic mail at least four weeks prior to the AGM, and that person shall be placed on the list.
- The published list of candidates shall not contain recommendations by the Nominating Committee nor by the Board with respect to any individual candidate.
- The list of candidates to serve on the Board shall be mailed to the general Congregation Membership at least three weeks prior to the AGM.
- Any additions or changes to the list of candidates must be received by the Chair of the Nominating Committee in writing or by electronic mail at least two weeks prior to the date of the AGM, after which no further additions or changes may be made. The revised list of candidates for the Board will be posted in the Synagogue at least ten days prior to the AGM.
3. Terms of Office
- Members of the Board shall be elected to a one-year term.
- The Board may extend the term of office during a transition year if the AGM date is changed such that the term of office would be longer than one year.
4. Removal From Office
- A Board member may be removed from the Board before the expiration of the Board member’s term of office by passage of a motion by a three-quarters vote of those present at a Special General Meeting of Congregation Members is hereinafter referred to as “SGM”.
- Positions which become vacant during the tenure of a Board, however caused, may be filled by a Congregation Member in good standing appointed by the Board, provided that a quorum of Board members remains in office. The person filling a vacancy on the Board shall serve the unexpired portion of the term of the Board member whose vacancy was filled.
- Where a quorum of Board members does not remain in office, the vacant positions, however caused, shall be elected at an SGM.
6. Powers and Duties
- The Board has the custody and control of all property of the Congregation. It has full authority, in accordance with this Constitution, to administer the affairs and conduct the business of the Congregation and to hire, supervise, evaluate, and dismiss personnel.
- The Board may approve the sale of cemetery plots for a fee to individuals without Congregational membership; the approval may be by way of a decision in respect of a specific request or may be by way policies or guidelines established by the Board from time to time.
- The Board shall make such rules, policies, and regulations consistent with this Constitution as it deems advisable for the proper conduct of its meetings and for the furtherance of the Objectives of the Congregation.
- Ad hoc committees may be established by the President or the Board from time to time. The President shall appoint a Board member to chair or liaise with the Chair of each ad hoc committee.
- Activities, conclusions and recommendations of all committees, including the Executive Committee, shall be reported to the Board.
- Decisions made by the Executive Committee shall be subject to ratification by the Board at its next scheduled meeting.
- The Board may bring any issue or decision to an AGM or SGM for discussion and ratification.
7. Meetings and Motions
- The Board shall meet in person at least six times per year.
- An agenda for each Board meeting will be drafted by the President and distributed to the Board members by the President or a designate.
- The Board meetings will be open to any Congregation Member who may, with prior permission from the President, address the Board. At the Board’s discretion, discussion with respect to certain items may be closed to non-Board members.
- A quorum shall consist of fifty percent of the Board members, and a simple majority of Board members present is required to carry a motion. Each Board member, with the exception of the Chair of the meeting, has one vote. The Chair may vote only in case of a tie.
- Meetings shall be conducted according to this Constitution. On questions where the Constitution does not clearly apply, Robert’s Rules of Order shall govern.
- Approved minutes of all Board meetings shall be available for review by the Congregation Membership in an accessible place within one week of their approval; provided that where the Board has determined that certain matters (the “Confidential Matters”) should not be made public, the minutes that are available for review by the Congregation will have the Confidential Matters deleted therefrom.
- Every Board member and the Board member’s heirs, executors, and administrators, estate trustees and personal representatives (collectively the “Extended Board Members”) and estate and effects, respectively, may, with the consent of the Congregation Members, given at any AGM or SGM, from time to time and at all times, be indemnified and saved harmless out of the funds of the Congregation, from and against all costs, charges and expenses whatsoever, that an Extended Board Member sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against the Extended Board Member, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by the Board member, in or about the execution of the duties of the Board member’s office; and
- all other costs, charges and expenses that the Extended Board Member sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by the Board member’s own willful neglect or default.
B. GENERAL MEETINGS OF CONGREGATION MEMBERS
1. The AGM shall be held at a time and place chosen by the Board, and shall be on the premises of the Synagogue, if possible.
2. A SGM may be called by:
- a majority vote of the Board or
- a petition, presented to the President, which has been signed by ten percent of Congregation Members in good standing. The Board shall give notice of a SGM within two weeks of receipt of a proper petition.
A SGM shall be held at a time and place chosen by the Board, but in no event later than 21 days after the request has been made, and shall be on the premises of the Synagogue, if possible.
3. The following provisions shall apply to an AGM and to a SGM. An AGM and a SGM are hereinafter sometimes referred to as a “General Members Meeting” or as a “GMM”.
a. Notice and Agenda
An agenda and notice of the time and place of every such meeting shall be sent to each Congregation Member by mail at least three weeks before the time appointed for the meeting.
b. Conduct of Meeting
Meetings shall be conducted according to this Constitution. On questions where the Constitution does not clearly apply, Robert’s Rules of Order shall govern.
The number constituting a quorum for a GMM shall be 10% of the voting Congregation Membership or 18 Congregation Members, whichever is smaller. Congregation Members voting by proxy shall be counted in determining whether a quorum is established.
- All substantive motions shall be decided by a majority vote of the total number of persons voting in favour of and against the motion, including votes by proxy, unless otherwise required by this Constitution.
- All motions shall be decided by a show of hands, unless a poll or ballot is demanded by at least twenty percent of the Congregation Members present.
- A motion to amend the Constitution shall require an affirmative vote of three quarters of the total number of persons voting in favour of and against the motion, including votes by proxy.
- A motion to authorize a substantial sale of holdings shall require an affirmative vote of three-quarters of the total number of persons voting in favour of and against the motion, including votes by proxy.
- A motion to authorize a major change in religious ritual or practice shall require an affirmative vote of three-quarters of the total number of persons voting in favour of and against the motion, including votes by proxy. Whether a motion constitutes a major change in religious ritual or practice shall be determined in advance of the GMM by the Board.
- Motions may be brought by the Board or by any Congregation Member.
- Motions brought by an individual Congregation Member must be:
- brought by a Congregation Member in good standing;
- seconded by at least two additional Congregation Members in good standing; and
- received in writing by the Board at least four weeks prior to the GMM.
- All motions and proposed amendments to the Constitution shall be mailed to the Congregation Membership at least three weeks prior to the GMM.
- All Congregation Members in good standing shall be entitled to vote.
- Congregation Members will be entitled to appoint a proxy holder or one or more alternate proxy holders who are required to be Congregation Members to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy; provided that, subject to the provisions of paragraph IV.B.3.e.iii, a proxyholder will not be permitted to hold more than four proxies. A proxy shall be in writing and executed by the Congregation Member or by his attorney authorized in writing. Subject to the requirements of the Ontario Corporations Act, R.S.O. 1990, c.38, as amended from time to time (hereinafter referred to as “OCA”) the instrument may be in such form as the Board from time to time prescribe or in such other form as the chairman of the meeting may accept as sufficient. It shall be deposited with the Corporation before any vote is taken under its authority, or at such earlier time and in such manner as the Board by resolution prescribes.
f. Order of Business
- The business to be covered at an AGM shall include:
- call to order;
- d’var Tora;
- approval of the minutes of the previous AGM or SGM and discussion of business arising from the minutes;
- President’s report;
- Treasurer’s report;
- appointment of auditor, if required;
- submission and discussion of committee reports;
- election of Board members;
- proposed amendments to the Constitution, if any;
- new business; and
- The business to be covered at an SGM shall include:
- call to order;
- d’var Tora;
- approval of the minutes of the previous AGM or SGM and discussion of business arising from the minutes;
- matters provided for in the notice calling the SGM; and
- Draft minutes of all GMMs shall be available for review by the Congregation in an accessible place as soon as possible, but no later than two months following the date of the meeting. Proposed corrections to the draft minutes should be submitted to the Secretary.
C. RECONSIDERATION OF BOARD DECISIONS BY CONGREGATION MEMBERS
Any Congregation Member in good standing may request that the Board reconsider any previous Board decision other than a decision with respect to the hiring, dismissal, or compensation of any particular employee of the Congregation.
- The request for reconsideration shall be made within sixty days of the date of the Board’s decision.
- The Board shall address the request to reconsider at its next scheduled meeting.
- The Congregation Member requesting reconsideration is entitled to be present and to speak at that meeting.
- Upon reconsideration, the Board may re-affirm, amend, or revoke its previous decision by the same majority that was required to approve its previous decision.
Any person who is Jewish may apply for membership and may become a Congregation Member following Board approval and the payment of the membership fee. A person will be considered to be Jewish if: (i) their mother is Jewish; (ii) if the person underwent a conversion accepted by the Congregation’s rabbi, or if at the applicable time the Congregation does not have a Rabbi by a Rabbi designated by the Board.
B. MEMBERS IN GOOD STANDING
Congregation Members in good standing are those who have: (i) paid (or made arrangements to pay) all amounts due to the Congregation, (ii) are not in arrears and (iii) have complied with the practices and policies of the Congregation.
- Congregation Members who fail to pay the Congregational fee or other indebtedness and who are in arrears for more than nine months will have their rights and privileges suspended or withdrawn. The Board will determine whether or not a defaulting Congregation Member’s membership rights and privileges will be withdrawn or suspended.
- All Congregation Members shall abide by the practices and policies of the Congregation, and non-compliance with these may be grounds for suspension of membership privileges or for requiring the Congregation Member to withdraw from the Congregation by a decision of the Board.
- All Congregation Members whose membership rights and privileges are subject to suspension or withdrawal are entitled to at least two weeks written notice of the time and place of the meeting at which the Board intends to consider the matter.
- The Board shall also give notice to these Congregation Members of their entitlement to be present at that meeting.
- Any Congregation Member who has had their privileges suspended or are required to withdraw by reason of a failure to pay amounts owing to the Congregation, may have their rights and privileges restored or be readmitted as a Member of the Congregation upon payment of all arrears. Any Congregation Member whose rights and privileges had been suspended or withdrawn and whose rights and privileges are subsequently restored, as opposed to reapplying and being readmitted as a member of the Congregation will not have to make a contribution to the building fund to the extent that they have already done so.
Subject to the provisions of this Constitution and in accordance with criteria determined from time to time by the Board, all Congregation Members in good standing subject to payment of applicable fees are entitled to full participation and involvement in the ongoing activities of the Congregation, including:
- the right to speak and vote at all AGMs and SGMs;
- the right to serve on any committee of the Congregation, subject to the approval of the chair of the applicable committee;
- the right to be nominated to the Board;
- attendance at High Holy Day services without payment of additional fees;
- cemetery and funeral privileges for themselves and their children up to and including the age of nineteen; and
- use of the Synagogue for family Bar/Bat Mitzvah ceremonies and other life-cycle events.
Congregational membership fees will be set by the Board as required and ratified by the Congregation at an AGM or SGM.
1. Fee Structure
The primary category of Congregation membership is that of the individual member. Other categories of membership may be determined from time to time by the Board.
2. Financial Hardship
In cases of financial need the Board may approve special membership rates. Such approval may be by way of a decision on a specific situation or by way of approving a fee reduction policy.
3. Congregation Members Who Joined Prior to June 1986
The status quo of Congregation Members who joined the Congregation prior to June 1986 will be maintained and will not be changed without the consent of said members. If applicable, cemetery maintenance fees for those Congregation Members will be set by the Board to reflect the true maintenance costs of the plots.
PROPOSAL TO AMEND
Amendments to this Constitution must be made in one of the following ways:
The Board may propose amendments to be voted upon at an AGM or SGM.
A Congregation Member in good standing may prepare amendments, which must be seconded by another Congregation Member in good standing, and then submitted to the President.
In the notice of the next meeting of the Board the President shall include any proposed amendments for discussion.
The Board shall make a decision whether or not to bring a Congregation Member-proposed amendment to the Constitution to an AGM or SGM within three months of receipt of any proposed amendments.
If the Board decides not to bring a Congregation Member-proposed amendment to the Constitution to an AGM or SGM, the Congregation Member may bring the proposed amendment to the membership in accordance with subsections IV.B.2.b and paragraph IV.B.3.d.vii.
If approved by the Board, discussion of and a vote on any amendments shall take place at the next scheduled AGM or SGM or at an SGM called for that purpose, in accordance with subsection IV.B.2.b.
Any proposed Constitutional amendments which are not approved by the Board may be brought to the Congregation at the next scheduled AGM or SGM or at an SGM called for that purpose, in accordance with subsection IV.B.2.b.
An affirmative vote of three-quarters of the total number of persons voting in favour of and against, including votes by proxy, shall be necessary to adopt any amendments.
VII. FISCAL YEAR
The fiscal year of the Congregation shall end on June 30 of each year.
VIII. REPEAL OF 1995 CONSTITUTION
The First Narayever Congregation Constitution as amended as of Dec. 10, 1995, is hereby repealed.
GLOSSARY OF HEBREW TERMS
s.II.B. Kehila Kedosha – sacred community
s.II.D. Tikun Olam – perfecting the world
s.II.D. Tzedakah – the Hebrew word for the acts that we call “charity” in English: giving aid, assistance and money to the poor and needy or to other worthy causes. However, the nature of tzedakah is very different from the idea of charity. The word “charity” suggests benevolence and generosity, a magnanimous act by the wealthy and powerful for the benefit of the poor and needy. Tzedakah is derived from the Hebrew root Tzade-Dalet-Qof, meaning righteousness, justice or fairness. In Judaism, giving to the poor is not viewed as a generous, magnanimous act; it is simply an act of justice and righteousness, the performance of a duty, giving the poor their due
s.II.E. Simhas – joyous occasions
s.III.A.2. Halakhically – according to Jewish rabbinical law
s.III.A.3. Minyan – quorum of ten adults
s.III.A.3. Shaliah Tsibur – prayer leader
s.III.A.3. Aliya – honour of being called to the Torah
s.III.B. Kashrut – Jewish dietary laws
s.III.C. Shabbat – the Jewish Sabbath
s.III.C. Yom Tov — Festival Day
s.IV.B.1.f.ii. D’var Tora – explication of the weekly Torah reading or other words of Tora related to the weekly Tora readings of another section of the Tora