Bylaws of Shawrith Israel Congregation of Alliance

Adopted November 29, 2019

Article 1 - Name

This Congregation shall be called Shawrith Israel Congregation of Alliance, which is the name adopted under its original Articles of Incorporation, filed with the Salem County Clerk’s Office in 1890.^[1]  Throughout its history, the Congregation has been called by several different names and used different transliterated spellings. The building used by this Congregation for services and events, originally named Tifereth Israel and commonly known as Alliance Synagogue, was deeded to the Trustees of Shawrith Israel Congregation of Alliance in 1890.^[2] The name “Alliance Synagogue” shall be registered by the Congregation as an alternate name.

Article 2 - Origin and Mission

This Congregation was originally founded by settlers of the Alliance Colony who had emigrated from Russia to found a Jewish agricultural society. Primary sources indicate this Congregation was formed as a more traditional, religiously observant alternative to other nearby congregations, which had become increasingly secular.^[3] The Congregation was founded as an intentional community established to facilitate Jewish prayer and ritual celebration. The Alliance Synagogue building, which was built for this Congregation, was used from its inception as a community gathering space, where congregants would meet, discuss issues and elect leaders.

Article 3 - Corporate Structure

1. Shawrith Israel Congregation of Alliance (SICA), a Religious Corporation formed under Title 16 of the New Jersey Statutes is a charitable, tax-exempt subsidiary of Alliance Community Reboot Incorporated (ACRe), a NJ religious nonprofit corporation, founded under Title 15A of the New Jersey Statutes, with federal 501(c)(3) tax exempt status. This structure is created in accordance with all relevant New Jersey statutes.
2. Shawrith Israel Congregation of Alliance adopts New Jersey Statute 15A:1-5 for the purpose of effectuating this corporate structure.
3. This corporate structure is intended to preserve and protect the status of the congregation as an active religious entity, a status it has maintained since its founding in 1890. The two organizations have shared missions, leadership and activities, and this parent/subsidiary relationship will increase the fiscal and human capital available to both organizations, eliminate duplicative efforts and expenses and provide increased collective oversight.
4. The immediate area has a shrinking Jewish population. Many synagogue congregations have dwindled to nothing, and their buildings have been sold to churches or secular entities over the decades.^[4] This business combination represents a path forward for the congregation, in contrast to other now-defunct congregations with similar histories, and will open up new opportunities for both parent and subsidiary.
5. This business combination is in effect as of July 8, 2022, based on a unanimous vote of the qualifying members of Shawrith Israel Congregation of Alliance and the Boards of Trustees of both SICA and ACRe.

Article 4 - Affiliation

The Congregation shall not formally affiliate with any particular Jewish movement. The Congregation shall strive to hold services and events which accommodate the needs and desires of its members, with the goal of being as inclusive as possible. The Congregation will continue its longstanding tradition of operating without an official rabbi or cantor, holding lay-led services and relying on volunteer community members.^[5] Additional guidelines related to ritual and halacha (Jewish law) will be proposed and adopted by the Board of Trustees and maintained in an electronic database accessible to the public. See SICA Policy.

Article 5 - Congregation Membership

1. Persons from the age of 18 years or older who identify as Jewish, and their families who identify as Jewish shall be eligible for membership.
2. Members are individuals and families who attend congregational services and events at the synagogue and through virtual events on the internet. In addition to the membership fee, individuals must attend a minimum number of events, to be specified by the board annually, in order to qualify as a Member for that year. Members can attend the annual meeting and vote on issues involving ritual and communal guidelines and other congregational decisions. Individuals must be members in order to vote in Board elections, serve on the Board and propose changes or amendments to these Bylaws.
3. The membership fee will be decided upon annually by the Board of Trustees and recorded in SICA Policy. Family memberships apply to family members living in the same household. Special financial arrangements will be made upon request and need for such consideration; all such arrangements will be held in strict confidence.^[6]
4. All members may attend all prayer services held at the synagogue, including Shabbat, holidays and bar/bat mitzvah services.
5. Application for membership shall be made to the Board, which must approve all applications. The Board will not reject prospective members who otherwise meet stated membership criteria without good cause.
6. Membership may be suspended or ended by a vote of the Board at any regular or special meeting for conduct which it deems to bring discredit upon Jews, the Congregation, synagogue or the Jewish community; or for failure to fulfill congregational obligations, including membership fees or any other pledge.
7. Resignation from membership shall be submitted in writing to the Board. Resignations shall be noted in the Board minutes.

Article 6 - Congregational Meetings

1. An annual meeting of the Congregation shall be held on such date as the Board may designate. Notice of the annual meeting shall be given by the Board of the Congregation by mail, electronic mail, text message, social media or phone call, as needed, to all members of the Congregation and sent not less than the number of days compliant with SICA policy prior to such meeting. Notice shall also be posted at the synagogue, in the tradition of the first formal congregational meeting held in 1890.^[7]
2. Special meetings of the Congregation may be called by the Board whenever it is deemed necessary. A special meeting must be called at the written request of the number of members in good standing of the Congregation as defined by SICA policy, or of 2 members in good standing of the Board. Said request shall state the reason for and the purpose of the meeting.
3. No business shall be transacted at a special meeting, except for the purposes stated in the call for such meeting. Notice of such special meeting shall be given by mail, electronic mail, text message, social media or phone call, as needed, to all members of the Congregation, not less than nor more than the number of days prior to such meeting defined by SICA policy.
4. At all meetings of the Congregation, regular and special, a quorum for the transaction of business shall consist of the number of Members complaint with SICA Policy. A lesser number may adjourn the meeting to some future time, as defined by SICA Policy. The Board shall thereupon give notice of such adjourned meeting as defined by SICA policy, to all members.
5. Only members in good standing may vote at Congregation meetings. Members in good standing are those whose attendance and financial obligations to the congregation are current as of the date of the meeting, as determined by the responsible officer.
6. At least one member of the ACRe Board shall be invited to attend all Congregational meetings.
7. At all congregational meetings, members shall be required to speak and act with derekh eretz (civility; decent respect for others) in order to promote shalom bayit (peace in the house). Lashon hora (evil words) shall not be permitted. Members shall decide at each meeting whether it is necessary to conduct the meeting in accordance with the then-current edition of Robert’s Rules of Order.^[8]
8. Meetings shall be held in person or through electronic means such as teleconferencing, webinars or video chat. A system to allow those participating through electronic means to participate in the discussion and vote shall be established.

Article 7 - Governance

1. Management and administration of the Congregation shall be vested in a Board of Trustees of 4 members, reflecting the original number of Trustees elected in 1890. Each board member shall be elected by the congregation for a term of 3 years. Board members shall encourage new congregation members to consider leadership positions. Board elections shall occur at the Annual Meeting.
2. Alliance Community Reboot (ACRe) assumes ultimate financial and legal responsibility for all activities of the congregation. The Congregation shall be managed and administered in a manner consistent with ACRe’s tax-exempt status and to meet the requirements of all funding organizations. 
3. The Board shall put out a call for nominations to the community at least six weeks prior to any Annual Meeting when elections will be held. All nominations must be received by the Board at least two weeks prior to the Annual Meeting.
4. The Board shall be charged with managing all of the property of the congregation; shall designate the bank or banks wherein the funds of the congregation shall be deposited; shall be responsible for all expenditures and disposal of congregational funds and property. Congregational funds shall be invested only in instruments which are legal.
5. The Board shall designate at least one representative to attend all ACRe board meetings and shall provide a current and thorough congregation financial report at that time, as well as an update on all major activities of the congregation.
6. All Board Members shall act in accordance with their fiduciary duty to the Congregation.
7. The Board shall serve without remuneration and no Trustee shall directly or indirectly receive any profit or remuneration from holding the position of Trustee, provided that a Trustee may be reimbursed reasonable expenses incurred in the performance of duties.
8. The Board shall make such rules and regulations, consistent with these bylaws, for the proper conduct of their meetings and the furtherance of the purposes of the Congregation. Items deemed non-controversial [i.e., ones where debate and discussion is essentially not needed] may be voted on by electronic means, such as on-line surveys. For all other matters, electronic voting is allowed only when part of electronic participation in the meeting. Any action which may be taken at a meeting of the Board may be taken without a meeting if unanimous consent among Board members can be reached via electronic means.
9. A member of the Board is required to be a Member of the congregation in good standing.
10. The Board shall meet based on a schedule established annually by its members. A quorum shall be 3 members of the Board. Each matter voted upon by the board shall be by a majority vote of the members present.
11. At least one member of the ACRe Board shall be invited to attend at least one board meeting per year. The Board shall decide at the outset of each Board meeting if procedures at that meeting shall be governed by Robert's Rules of Order. Minutes of all Board meetings shall be made available by any reasonable means to members upon request after their adoption by the Board of Directors.
12. Special meetings of the Board may be called at the written request of 2 members of the Board. Said request shall state the reason for and the purpose of the meeting. Board members shall be provided with as much notice of a Special Meeting as may be practicable under the circumstances. No other business may be transacted at such a meeting.
13. All congregational members in good standing may attend Board meetings and be heard on issues being discussed by the Board.
14. The seat of a Board member who is absent without excuse from 3 successive regular meetings of the Board may be declared vacant by the Board.
15. The Congregation may remove any Board member, with or without cause, by the affirmative vote of two-thirds of the members present and voting at an Annual or Special Meeting. At any such meeting, such Board member shall have the opportunity to be heard.
16. In the event of the death, resignation or removal of a member of the board, a successor shall be nominated and elected by the Board to fill the office until the next annual meeting of the Congregation at which elections for the vacancy or vacancies would ordinarily be held.
17. Traditional “officer” roles (i.e. President, Secretary) will be performed collectively or in rotation by all Board members, at the Board’s discretion.
18. Members who currently serve on the board of another synagogue congregation or a philanthropic foundation supporting organizations similar to the Congregation, shall not be eligible to sit on the Board.
19. Any Board member convicted of a crime while serving on the board shall be subject to a review by the other board members. If the Board decides the convicted board member is unfit to continue serving on the Board, a special election shall be held for a replacement as soon as practicable.
20. Upon dissolution of the corporation, the board of trustees shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of the remaining assets of the corporation to its parent organization. If no parent organization exists, the remaining assets of the corporation shall be dispersed to local organizations serving the Alliance Colony community, exclusively for one or more exempt purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Federal Tax Code), or shall distribute the same to the Federal Government, or to a state or local government for a public purpose. In selecting entities to receive the corporation’s assets, preference will be given to those organizations with missions and practices most closely aligned with those of the congregation. Any such assets not so disposed of shall be disposed of by order of Superior Court of the State of New Jersey in the judicial district where the principal office of the corporation is then located, exclusively for such purpose or to such organizations organized and operated exclusively for such purposes as said court shall determine.

Article 8 - Amendments

1. These bylaws, or any portion thereof, may be amended in the following manner:

1. A proposal to amend or suspend one or more articles of this constitution, or to introduce new articles to it, shall be submitted in writing to the Board, signed by at least 10 Members in good standing of the congregation. Proposals may also originate with the Board. The Board shall consider such a proposal at the meeting of the Board immediately following the meeting at which the proposal is submitted or made, upon notice to all members of the Board.
2. Within 14 days after consideration of the proposal by the Board, a special meeting of the Congregation shall be called to consider and vote on the proposal. The notice of such meeting shall include a copy of the proposed amendment, a copy of the current section being amended and a statement by the proponent in support of the amendment, explaining the rationale/import of it, as well as a statement explaining the rationale of any opposition to the amendment, if known. Electronic notification and distribution are permitted.
3. At such meeting, a report shall be submitted to the congregation on the recommendation of the Board as to action to be taken.
4. If at least two-thirds of the Members of the congregation present and voting at such meeting favors the proposal, it shall be declared adopted.

2. Any conflicts that cannot be resolved internally through the processes outlined in these bylaws shall be submitted to a mutually selected arbitrating entity for binding arbitration. A proposal for amendment or suspension which has been rejected by the congregation may not be resubmitted for the consideration of the congregation unless 6 months have elapsed since the time of such rejection.
3. The board of ACRe shall retain the right of final approval over all amendments to these bylaws which have been adopted by the congregation. The ACRe Board shall not reject any amendment approved by the SICA board and the congregation without good cause. In such case, the ACRe Board shall work with the SICA board to reach consensus and resolve dispute.

Article 9 - Adoption

These bylaws were adopted by a vote of at least 18 of the members of the congregation present at a meeting held on November 29, 2019. The bylaws were modified by a vote of at least 10 members of the congregation present at a meeting held on July 8, 2022. 

This document was written to reflect modern community needs and technology while incorporating the rich history of the congregation as recorded in primary sources and passed down through family traditions.

These SICA Bylaws were published online following this link.

The previous version archived November 10, 2022 can be viewed following this link.

Drafted and edited by Malya Levin and William Levin

Modifications to SICA Bylaws Document

• 2022-11-10 - Added a link to the previous archived version of this document under Article 9 - Adoption. William Levin
• 2022-11-07 - Added “These SICA Bylaws were published online following this link.” under Article 9 - Adoption. William Levin
• 2022-11-02 - Relisted these modification notes in reverse chronological order top to bottom, newest notes on top. William Levin
• 2022-11-02 - Added links to SICA Policies throughout bylaws
• 2022-11-02 - Switched Articles from Roman numerals to standard numbering
• Nov 25, 2020 - Added link to SICA Policies in Article III - Affiliation. William Levin
• Nov 25, 2020 - Corrected numbered list and footnote formatting throughout document. William Levin
• Nov 25, 2020 - Added Page “Modifications to Bylaws Document.” William Levin
• Nov 6, 2021 - Fixed hyperlinks to 3 footnote documents. William Levin
• Nov 6, 2021 - Article VI Section 19, technical language edit to conform with NJ state law for nonprofit entities securing an ST-5 tax exemption form. Approved by Trustees October 22, 2021. William Levin