NEW CBTO bylaws - 2021.docx

This Organization shall be known as Congregation Beit Tikvah of Ottawa (the “Congregation”), a non-profit corporation without share capital, incorporated under the laws of Canada, and having its Head Office at 15 Chartwell Avenue in the City of Ottawa.

ARTICLE II - Mission and Vision

Congregation Beit Tikvah of Ottawa is a growing and inclusive Modern Orthodox community that encourages commitment to spiritual and religious growth, and enhanced community involvement. The congregation values

the totality of the Jewish community no matter the level of observance or knowledge
community and our obligation to contribute positively to it
a warm, dynamic environment in which every individual feels welcome to participate
opportunities for inspiration through prayer, Torah study, and programming
the State of Israel and its central importance to the Jewish people
Halacha and its application in a contemporary context

ARTICLE III - Business of the Congregation

Section 1. Applicable Acts. The Canada Not-for-profit Corporations Act (S.C. 2009, c. 23) applies to every corporation and the Articles of Incorporation as detailed in the Bylaws shall follow the form that the “Director” fixes and shall set out in respect of the proposed corporation.

Section 2. Fiscal and Operating Year. The fiscal year of the Congregation shall end on the 31st day of May in each year.

Section 3. Corporate Seal. The Congregation may have a corporate seal in the form approved from time to time by the Board. If a corporate seal is approved by the Board, the Secretary of the Congregation shall be the custodian of the corporate seal.

Section 4. Execution of Instruments. Deeds, transfers, assignments, contracts, obligations, and other instruments in writing requiring execution by the Congregation shall be signed by a combination of any two of its executive officers. The person authorized to sign any document may affix the corporate seal, if any, to the document. Any signing officer may certify a copy of any document of the Congregation to be a true copy.

Section 5. Banking Arrangements. The banking business of the Congregation shall be transacted at a bank, trust company, or other firm carrying on a banking business in Canada as the Board may designate, appoint, or authorize. The banking business shall be transacted by an Executive officer or officers of the Congregation and/or other persons as the Executive may direct or authorize.

Section 6. Annual Financial Statements. The directors of the corporation shall provide members at every annual meeting those financial statements that conform to the requirements of Subsection 172(1) of the Canada Not-for-Profit Corporations Act.

Section 7. Auditor.

At each annual meeting, members of the Congregation shall by ordinary resolution appoint an auditor to hold office until the close of the next annual meeting.

Section 8. Financial Agreements. The Board may, without authorization of the members a) borrow money on the credit of the Congregation; b) issue, reissue, sell, pledge, or hypothecate debt obligations of the Congregation; c) approve all contracts or commitments over or the equivalent of $2,500; d) give a guarantee on behalf and, e) create a security interest in all or any property of the Congregation, owned, or subsequently acquired, to secure any debt obligation of the Congregation.

The Board may not do any of the following on behalf of the Congregation without the approval of the members in the form of a special resolution of the members: a) Acquire, dispose of, or mortgage any real estate; b) Enter into a lease for a period of three months or more; or c) Incur indebtedness that exceeds $200,000 in aggregate.

ARTICLE IV - Membership

Section 1. Membership Eligibility. The following conditions of membership apply: Any person, 18 years of age or over and of the Jewish faith as prescribed by the principles of modern orthodoxy, who is interested in furthering the objectives of the Congregation, and whose application for admission has received the approval of the Board of Directors, and with the approval of the Rabbi of the Congregation, and who has made payment arrangements for all applicable membership fees within the period referred to in these Bylaws may apply for membership.

Section 2. Membership Dependents- A member in good standing shall be entitled to all Congregational privileges for himself/herself and for any dependent as defined by the Canada Revenue Agency who reside in the same house as the member.

Section 3. Application for Membership - Application for membership shall be made in the form prescribed by the Board.

Section 4. Membership Qualifications - Where any question exists as to the religious qualifications of the applicant for membership, such questions shall be referred to the Rabbi of the Congregation for a decision.

ARTICLE V - Privileges of Membership

Section 1. The member’s Congregational privileges include:

The right to vote at any and all meetings of the Congregation,
The right to hold elected or appointed office.
The right to retain seats during High Holiday services for the member, and his/her dependents as defined in S4.2 above.
The right to affiliate and participate in all activities and auxiliaries of the Congregation.
The right to purchase a burial plot in the Beit Tikvah sections of the Jewish Memorial Gardens, subject to the customs of the Congregation.

Section 2. Employees who are members. A member who is in the employ of the Congregation shall not be eligible for elected or appointed office, nor have a vote at any meetings of the Congregation.

ARTICLE VI - Dues and Assessments

Section 1. Membership Dues – The Board of Directors may from time to time set fees or dues for membership in the Congregation. The fees or dues shall support the carrying out of the objectives of the Congregation. It shall be the duty of every member to pay such fees and assessments as determined by the Board.

Section 2. Notification. Members shall be notified in writing of the membership fees payable by them. Payment shall be made within twelve months of the membership renewal date set out in the membership renewal notice.

Section 3. Fee reductions. The President, or an individual appointed by the executive may extend Congregational privileges at reduced rates or modify any indebtedness towards the Congregation to any person who, in their opinion, requires such consideration. These considerations must be carried out in the strictest confidence and maintain the confidentiality and dignity of the member.

ARTICLE VII - Termination of Membership

Section 1. Termination. A member shall cease to be a member of the Congregation when:

The member notifies the Secretary of the Congregation of his/her resignation in writing.
The member dies.
The member fails to pay membership dues within the required period, as described in Article IX of these Bylaws.
When, at a special meeting of the Board, a resolution is passed to remove a member by a two-thirds majority of the votes cast, provided that such member shall be granted an opportunity to be heard at such meeting before the votes are cast; or
The Congregation is liquidated or dissolved under the Act.

Section 2. Effect of Termination of Membership. Upon any termination of membership, the rights of the member, including any rights in the property of the Congregation, automatically cease to exist.

ARTICLE VIII - Meeting of Members

Section 1. Annual Meeting. The annual meeting of the members shall be in Ottawa or through electronic means on such date in each year as the Board may determine.

Section 2. Special Meetings. The directors of the Congregation may at any time call a special meeting of members.

Section 3. Special Meeting by members. A special meeting may also be called on written requisition of members carrying not less than 15% of the voting rights. If the directors do not call a meeting within twenty-one days of receiving the requisition, any member who signed the requisition may call the meeting.

Section 4. Notice of the time and place of a meeting of members. Notice shall be given to each member entitled to vote at the meeting by mail, courier or personal delivery OR by telephonic, electronic, or other communication means, at least fourteen days before the day on which the meeting is to be held.

Section 5. Quorum, A quorum at any meeting of the members shall be a majority of the members entitled to vote at the meeting or twenty-five members, whichever is less. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

Section 6. Voting by other means. A member is entitled to vote at a meeting of members by mailed-in ballot or by means of a telephonic, electronic, or other communication. The votes shall be tallied and presented to the Congregation in a way which makes it impossible for the Congregation to identify how the member voted.

Section 7. Proxy. A member entitled to vote at a meeting of members can vote by proxy by appointing in writing a proxy holder, to attend and act at the meeting on their behalf, within the authority conferred by the proxy, subject to the following requirements:

a proxy is valid only at that meeting;
a member may revoke a proxy;
a proxy holder, or an alternate proxy holder, has the same rights as the member by whom they were appointed.

Section 8. Meetings by other means. If the directors or members of the Congregation call a meeting of members, those directors or members, as the case may be, may determine that the meeting shall be held entirely by means of a telephonic, electronic, or other communication means.

Section 9. Chair. The President, or in his or her absence a Vice-President, failing whom the Secretary, shall chair any meetings of the members of the Congregation. If no such officer is present, the members present shall by resolution passed at the meeting choose a member present to be chair of the meeting.

Section 10. Votes to Govern. At any meeting of members, every question shall be determined by the majority of the votes cast on the question. In case of a tie, the Chair shall not be entitled to a second or casting vote.

ARTICLE IX – Governing Body, Officers and Administrators

Section 1. Administration. The affairs of the Congregation shall be administered, by the following officers and administrators:

The Board of Directors
The Executive Officers
The Executive Director (should one be in the employ of the congregation)

ARTICLE X - Directors

Section 1. Number of Directors. The Board shall be fixed at a maximum of eleven directors, as determined by an ordinary election of the members. With the approval of the Board of Directors, the President may appoint 2 additional directors.

Section 2. Qualifications. The following persons are disqualified from being a director of the Congregation:

anyone who has been declared incapable by a court in Canada or in another country.
anyone who is not a member in good standing; and
a person who has ever filed for insolvency protection under the Bankruptcy Act

Section 3. Responsibility of Directors. Directors elected or nominated to the Board are required to:

Serve actively on a committee, manage a special project as directed by the Executive, or be a member of the Executive as described in schedule 2
Attend at least two-thirds of all Board meetings and member meetings unless extenuating circumstances are presented.

Section 4. Term of Office. Directors can hold office up to a maximum of three consecutive years in any one committee or executive position.

Section 5. Termination of Directors. A director of the Congregation ceases to hold office when he/she dies, resigns, or is removed by an ordinary resolution at a Board meeting or special meeting of members for just cause.

Termination of a director becomes effective at the time a written resignation / termination is sent to the Congregation or at the time specified, whichever is later.

Section 6. Vacancies. A quorum of directors may fill a vacancy among the directors.

Section 7. Remuneration of Directors – Directors shall not receive remuneration, and no director shall directly or indirectly receive any profit from his or her position, although a director may be reimbursed for reasonable expenses incurred in performing his or her duties.

ARTICLE XI - Executive

Section 1. Officers The following shall be the Executive Officers of the Congregation:

President
1st Vice President
2nd Vice President (optional)
Secretary
Treasurer

Section 2. Duties of Executive Body

In consultation with the Board, the executive shall:

Formulate and direct the policies and vision of the Congregation;
Negotiate relationships with all outside organizations;
Appoint the Chairpersons of all permanent and special Committees;
Direct and supervise all permanent and special Committees, request and receive their reports and present the same to the Board with their recommendations;
Coordinate all activities of the Congregation and its affiliates;
Have the authority to disburse up to one percent of the annual budget for that fiscal year in any one calendar month for any matter not budgeted, with the Board of Directors to be notified of each disbursement within 30 calendar days;
Be responsible for the negotiation of contracts or terms of engagement of all persons employed by the Congregation, including the Clergy;
Fill, by majority vote, the unexpired portion of the term of any committee volunteer.

Section 3. Eligibility. Any member in good standing, who has served at least one full term as a Director, may be elected as an Executive Officer of the congregation.

ARTICLE XII – Duties and Powers of Officers

Officers shall have the following duties and powers associated with their positions as described in the following and as further described under Schedule II.

Section 1. The President, as lay leader of the Congregation, shall direct the administration of its affairs. He or she shall preside over all meetings of the Congregation, Board and Executive Committee. He or she shall ensure that the Constitution Bylaws and standing rules of the Congregation and its established usages are observed and that the officers discharge their duties faithfully.

The President shall have the right to invite any other person or persons to advise in any other matter as he or she sees fit

Section 2. Vice-Presidents. Vice-Presidents may hold office simultaneously. If the President is absent or is unable or refuses to act, a Vice-President shall, when present, preside at all meetings of the Board of Directors and of the members. A Vice-President shall have such other duties and powers as the Board may specify.

Section 3. Treasurer. Subject to appropriate governance, the Treasurer shall have custody of the funds and securities of the Congregation and shall keep full and accurate accounts of all assets, liabilities, receipts, and disbursements of the Congregation.

Section 4. Secretary. The Secretary shall administer the affairs of the Congregation generally under the supervision of the Board and shall attend all meetings of the Board and members and act as clerk thereof and record all votes and minutes of all proceedings. The Secretary shall give or cause to be given notice of all meetings of the members and the Board and shall perform such other duties as may be specified by the Board.

Section 5. Removal from Office. The Board may remove any officer of the Congregation, except for the President, who may be removed for any reason by a special resolution of the members.

Section 6. Remuneration of Officers. Officers shall serve as such without remuneration, and no officer shall directly or indirectly receive any profit from his or her position as such, provided that an officer may be reimbursed for reasonable expenses incurred in the performance of his or her duties.

ARTICLE XIII - Election Procedures

Section 1. Nominating Committee. The President shall appoint a Nominating Committee consisting of up to three members who will propose members to sit on the Board of Directors and Executive

Section 2. Eligibility. Any member in good standing may be nominated for office, provided that the nomination is submitted in writing, subscribed by not less than five additional members in good standing, and filed with the Nominating Committee no later than ten days prior to the date of the election. A list of nominees and a list of incumbents with one or two years still to serve shall be sent to members at least seven days before the election meeting.

Section 3. Nominations from the floor. Where there are insufficient nominees to fill the Board, those nominated shall be acclaimed and those entitled to vote may nominate candidates for director from the floor of the election meeting for the remaining positions.

Section 4. Election and Term. Directors shall be elected at annual meetings of members and shall serve for a term of three years, after which they shall be eligible for re-election. The terms to which directors are elected shall be such that the terms of at least three of the directors expire in each year. The election of directors shall be by ordinary resolution of the members.

If an election of the directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

Section 5. Election and Appointment of Executive Officers. The President shall be elected by the members at an annual meeting for one term of two years. All other Executive officers shall be appointed by the Board of Directors at the first Board meeting following each annual meeting of the members. Officers shall hold office for a term of two years from the date of appointment or until their successors are appointed. The President and Vice Presidents may have their terms extended by a maximum of one year.

Section 6. Assumption of duties. Elected Members of the Board of Governors and Executive Officers shall assume their respective offices immediately following the Annual General Meeting.

ARTICLE XIV – Indemnity of Officers and Insurance

Section 1. Indemnity. Subject to the Act, every director and officer of the Congregation and their heirs, executors and administrators, and estate and effects, respectively, shall be indemnified and saved harmless out of the funds of the Corporation, from and against:

all costs, charges and expenses which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against them, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by them, in or about the execution of the duties of their office or in respect of any such liability.
all other costs, charges and expenses which they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or default.

Section 2. Insurance. The Congregation shall purchase and maintain insurance for the benefit of an individual or, individuals referred to in Section 1, against any liability incurred by the individual in the individual’s capacity as a director or officer of the corporation.

ARTICLE XV - Committees

Section 1. Permanent Committees. The Executive and Board of Directors shall establish permanent committees to assist with the management of the affairs of the Congregation.

Section 2. Organization by Function. The permanent committees of the Congregation shall be organized by functions. They shall have the following duties and powers associated with their committees as described in the following and as further described under Schedule III.

Section 3. Religious Affairs, Programming and Education. The Religious Affairs, Programming and Education committees shall work towards the Congregation’s core mission as found in Article 2. They should oversee any rituals, programs and chessed initiatives carried out by the Congregation and ensure the proper communication with the membership.

Section 4. Financial. The financial committees shall review and look to increase the financial standing of the congregation through increasing membership, fundraising initiatives and cost cutting measures.

Section 5. Operations. The Operations committees shall ensure the proper maintenance, and security of all properties including the plots within Jewish Memorial Gardens.

Section 6. Human Resources. The Human Resources committees shall ensure the proper management of employees, oversee the pay and benefits offered by the congregation and oversee the recruitment and management of volunteers. The president or vice president must chair any committees under this functional grouping.

Section 7. Committee Chairs. The Executive shall select the chairs for any committee within fourteen days of being struck.

Section 8. Ad-Hoc Committees. The Executive and Board of Directors may establish ad-hoc committees for special purposes or events as required.

ARTICLE XVI - Notices

Section 1. Method of giving notice. Any notice, other than notice of a meeting of members or a meeting of the Board of Directors, shall be considered as given:

if delivered personally to the person to whom it is to be given, or if delivered to such person's address as shown in the records of the Congregation, if mailed to such person at the person's recorded address by prepaid ordinary or air mail or:
if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or provided in the form of an electronic document.

Section 2. Omissions and Errors. The accidental omission to give notice to a member, director, officer, member of a committee of the Board or public accountant, or the non-receipt of a notice by any such person will not invalidate any action taken at any meeting.

ARTICLE XVII - Modifications

Section 1. Alterations. These bylaws may only be altered as follows:

The Board of Directors may not make, amend, or repeal any bylaws that regulate the activities or affairs of the Congregation without having the bylaw, amendment or repeal confirmed by the members of the congregation by special resolution.
The bylaw, amendment, or repeal only comes into effect on the confirmation of the members and in the form in which it was confirmed.
Proposed changes must have been submitted to the Board, as provided for in these bylaws.
A written Notice of Amendment, giving full details, shall be posted to all members at least ten days prior to the holding of a Special General Meeting to consider such changes.
At such meetings, changes may only come into effect by a favourable vote of at least two-thirds of the membership.

Section 2. Adoption and coming into force. Upon adoption of these bylaws, all previous bylaws, rules and regulations are annulled and abrogated, and these bylaws shall take force and effect from the date of their adoption.

Section 3. Dissolution. Subject to the Act, the voluntary liquidation or dissolution of the Congregation may be proposed by the directors but must be confirmed by special resolution of the members. In event of such liquidation or dissolution, the disposition of the property or the proceeds shall only be for the benefit of other Jewish Orthodox congregations, schools or institutions of learning or, similar Jewish charitable organizations (qualified donees as defined in the Income Tax Act (Canada)).

MADE by the Board of Directors this _____ day of _____________, 2021.

CONFIRMED by the members in accordance with the Act this _____ day of ________________, 2021.

______________________________ ______________________________

President (Print Name) President (Signature)

______________________________ ______________________________

Secretary (Print Name) Secretary (Signature)

SCHEDULE 1

Definitions

In this bylaw and all other bylaws and special resolutions of the Congregation unless the context otherwise requires:

a) The "Act" means the Canada Not-For-Profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time.

b) "Articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Congregation.

c) ”Board” means the Board of Directors of the Congregation and "director" means a member of the Board.

d) “Director” means an individual appointed under section 281 of the Act.

e) "Bylaw" means this bylaw and any other bylaw of the Congregation as amended and which are, from time to time, in force and effect.

e) "Meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members.

f). "ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution.

g) “President” means the President or any one Co-President.

h) "Proposal" means a proposal submitted by a member of the Congregation that meets the requirements of section 163 (Shareholder Proposals) of the Act.

I) "Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and

j) "Special resolution" means a resolution passed by a majority of not less than two thirds of the votes cast on that resolution.

SCHEDULE 2 – Officer Roles and Responsibilities

President. The President (and, if so elected, the Co-Presidents), shall be the chief executive officer(s) of the Congregation and shall perform all such duties as are customary for a chief executive officer of a corporation similar in size and operation to the Congregation. The President(s) shall have responsibility for the general and active management of the affairs of the Congregation as directed by the Board and shall perform such other duties as may be determined by the Board from time to time. The President(s) shall chair the meetings of the members, the Board, and the officers of the Congregation.

Each year he/she/they shall appoint all committees; may at his/her/their discretion remove or add any committee member or committee chairperson, except and unless otherwise limited by these bylaws. The President shall preserve order at meetings of the Congregation and Board and put to vote all proper motions. The President shall submit to the Board an annual budget report at least thirty days prior to the fiscal year end, which shall be approved by the majority of the Board and distributed to the general membership.

(Co-Presidents may divide the responsibilities and functions of the office of President between them as they see fit.)

Vice-President(s). Assist the President in the performance of the Presidential duties and act in the place of the President in the absence or incapacity of the President. Perform all such other duties as may be assigned by the President or the Board. He/She/They shall assume the office of President for the balance of the President’s elected term in the event that the President resigns, is dismissed, or is permanently unable or unwilling to continue the performance of President’s duties.

(Co-Vice-Presidents may divide the responsibilities and functions of the office of Vice-President between them as they see fit.)

Treasurer – Subject to appropriate governance, the Treasurer shall have custody of the funds and securities of the Congregation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Congregation in the books belonging to the Congregation and shall deposit or cause to be deposited all monies, securities, and other valuable effects in the name and to the credit of the Congregation in such chartered bank or trust company or, in the case of securities, in such registered dealer of securities, as may be determined by the Board from time to time. The Treasurer shall disburse the funds of the Congregation as may be directed by proper authority, taking proper vouchers for such disbursements, and shall render to the President and Board at regular meetings of the Board, or whenever they may require it, an accounting of all transactions and a statement of the financial position of the Congregation.

Secretary – The Secretary shall carry on the affairs of the Congregation generally under the supervision of the Board and shall attend all meetings of the Board and members and act as clerk thereof and record all votes and minutes of all proceedings in the books kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the members and the Board and shall perform such other duties as may be specified by the Board. The Secretary shall be the custodian of the Seal of the Congregation, should one exist, which the Secretary shall deliver only when authorized by a resolution of the Board to do so, to such person or persons as may be named in such resolution. The Secretary or the Board may delegate the administrative functions of the Secretary to other staff or volunteers of the Congregation.

SCHEDULE 3 –Committees

All Committees shall be subject to the Board, which shall have power to decide any question of jurisdiction and which will define the duties and powers of the Committee. The Board shall also approve all new Committee rules, before they are put into force.

Religious Affairs, Programming and Education

Shall supervise and regulate the liturgical and logistical operation of the prayer services and other religious activies, subject to the approval of the Rabbi;
Shall be responsible for the planning of Programming including planning and budgeting for cultural, religious and social activities of the Synagogue;
Arrange and implement classes and other educational activities;
Promote the Congregation’s support of the State of Israel;
Ensure that members who are sick, bereaved, and those who are alone are visited, and cared for as required;
Ensure cards of greetings and condolences to be sent as the occasion may require.
Report to the Rabbi any member in distress;
Actively promote good spirits of the congregation;
Communicate all programs and initiatives effectively to the congregation and greater Ottawa Jewish Community.

Financial

Present an annual budget to the Board not later than 30 days prior to the beginning of each fiscal year;
Review the financial performance of the Congregation on a quarterly basis and report its findings to the Board;
Forecast the shul's financial trajectory and present potential solutions to the Executive;

In conjunction with the Finance committee, propose the annual rates for membership.
Identify methods of increasing membership;
Handle membership retention and perform exit interviews with individuals who are no longer members;
Maintain continued contact with the membership to ensure all members and potential members have important information about programming, events, fundraisers and daily affairs of the organization;
Ensure that all above communications conform with the standards set forth by the Board;
Organize fundraising initiatives;
Propose cost cutting measures

Operations

Shall be responsible for the supervision, repair, maintenance, alterations and additions to the buildings and properties of the Congregation (including those at the Jewish Memorial Gardens);

Is responsible for the overall health and safety of the membership while they are in the building;
Ensure Security arrangements for High Holidays and Special events;
Ensure the building and its surroundings are monitored ;
Responsible for ensuring the preparedness of the membership and building should an emergency present itself.

Human Resources

Responsible for overseeing the hiring and terminations of employees;
Ensure proper management of all employees ;
Review and administer employee pay and benefits;
Recruit, oversee and show appreciation for volunteers of the congregation;

SCHEDULE 4 – Jewish Memorial Gardens

CBTO is entitled to have its representative to serve as a Director on the JMG Board. The JMG Representative shall be appointed by the CBTO president to a renewable three year term. This appointment may be withdrawn by the president at his or her discretion. Pursuant to JMG Bylaws, the appointment or withdrawal must be in writing.

ARTICLE I - Name and Head Office