CONSTITUTION AND BY-LAWS

Revised, March 1986
Amended June 2002

Preamble.

Chartered in 1867 as Congregation Ansche Chesed, Temple Ansche Chesed has existed at its present site for over half a century. A founding member of the United Synagogue and long bastion of the Upper West Side Jewish community, Ansche Chesed is committed to serving as a pluralistic Jewish Center. Its purpose include: (1) providing for the varied Jewish worship and ritual needs of its members, (2) conducting and supporting a variety of Jewish educational activities for adults and children, (3) organizing social activities and holiday celebrations, and (4) strengthening the Jewish people and particularly the diverse Upper West Side Jewish community.

Article I: Name

1. The name of this Beit Knesset shall be Ansche Chesed.

Article II: Administration.

1. The custody and control of Ansche Chesed's property and its administration shall be vested in the Board of Trustees. The Board's authority is derived from and sustained by the consent of the Membership. In all matters pertaining to Ansche Chesed, the Membership shall maintain ultimate authority.

2. The officers of Ansche Chesed shall be a President, Vice Presidents, Honorary Presidents, a Treasurer, a Secretary, and holders of other offices which the Board may wish to create or abolish annually. Decisions regarding the creation or abolition of additional offices shall be made prior to election by the Membership.

Article III: Elections and Meetings

1. The Board of Trustees, not to exceed 30 members, shall consist of the officers and at least 12 at-large Trustees. Officers shall be elected for terms of one year. At-large Trustees shall be elected for terms of three years, except when elected to fill the unexpired term of a vacated post. The at-large Trustees shall be grouped into three classes such that the classes' terms expire successively. No one shall serve as a particular Officer for more than three consecutive one year terms or as an at-large Trustee for more than two consecutive three year terms.  Following service as an Officer or at-large Trustee for six or more consecutive years (including service as an at-large Trustee immediately following service as an Officer, as described below), a person must wait at least two years before being elected again as an at-large Trustee.  However, immediately following service as President, the outgoing President may be elected for one additional three-year term as an at-large Trustee, and immediately following service as an Officer other than President, the outgoing Officer may be elected for one additional one-year term as an at-large Trustee.

2. Honorary Officers and at-large Trustees may also be elected. honorary Officers and at-large Trustees shall serve for life and are entitled to vote at any Board meeting attended, but shall not be counted when determining the size of the Board (or the presence of a quorum).

3. Subject to provisions of Article IV (4), any member in good standing may serve as an officer or at-large Trustee of the Board.

4. The Membership shall elect the Officers and at-large Board members at the Annual Membership Meeting in the manner described below.

5. The Annual Meeting shall be held during the month of June. The date shall be set by the Board. Written notification of the meeting and an agenda shall be sent to the Membership by first-class mail at least six (6) weeks prior to the meeting date. The agenda at the meeting shall be confined to those matters set forth in the notice, except as provided for in Article X (2)in this Constitution.

6a. At least ninety days prior to the Annual Membership Meeting, the President shall appoint a Nominations Committee. At least 60 days prior to the Annual Membership Meeting, the Nominations Committee shall report a draft slate of nominees to the Board including at least one nominee for each officer and each at-large Trustee whose term is expiring. The Board may accept, reject or modify the Committee's report in whole or in part. (b) The Board shall direct the President to mail the Board's nominees to the Membership so that the mailing shall arrive in the hand of the Members not later than 30 days prior to Annual Meeting. Additional nominees may be placed on the ballot by way of a petition signed by at least 18 Members and submitted to the President not later than 7 days prior to the Annual Meeting. At the Annual Meeting, prior to each election for the Officers and Trustees, Members shall have the opportunity to move that nominations be opened to the Annual Meeting. Such motion shall pass by a two-thirds (2/3) vote of those present and voting. (c) The above specified notification shall include the text of Article III (6b).

7. The elections shall take place sequentially. The Membership shall first elect the President, than all Vice Presidents, then the Treasurer, then the Secretary, and then the at-large Trustees. In the election of at-large Trustees, each Member shall cast as many votes as there are openings on the Board. All Nominees for at-large Trustees shall be considered as individuals and not voted upon as a slate. If there are more nominees than openings for at large Trustees, a written ballot listing all nominees, in alphabetical order, shall be used. After each election, the Secretary shall tally the votes and certify the election of the winner by a majority vote of those present and voting. The Treasurer, or, in his or her stead, a person designated by the President, shall serve in place of the Secretary during the election for Secretary. Officers and at large Trustees shall assume office upon the close of the annual meeting.

8. In the event that more than two nominees are running for office, the President shall announce prior to the election the method to be employed for selecting candidates for run-off elections if no candidate receives a majority of ballots cast on the first ballot.

9. A quorum for all meetings of the Membership shall consist of at least 50 members eligible to vote or 10% of all members eligible to vote, whichever is fewer, but never less than 20 members eligible to vote.

10. Every member present at the Annual Meeting shall be entitled to carry one and only one proxy. The proxy shall be written and signed by the absentee voter, and designated to a specific person. It must be submitted to the Secretary for examination and certification. Proxies may not be counted toward a quorum.

11. Any or all Officers and any or all Trustees may be recalled before the expiration of their terms by a two-thirds (2/3) vote at a meeting of the Membership. The Membership may, at that meeting or a subsequent meeting, elect caretaker Officers and Trustees to complete the unexpired terms of the vacated positions.

12. The President is empowered to call a Special Meeting of the Membership. He or she may do so at his or her discretion and must do so upon a majority vote of the Board or upon presentation of a petition for said meeting by ten per cent (10%) of members eligible to vote or 30 members eligible to vote whichever is fewer, but never less than 10 members. The Meeting shall take place not less than thirty (30) days nor more than forty-five (45) days following presentation of the petition of vote of the Board. Written notification specifying the date, time, and agenda shall be mailed first-class to the Members at least fifteen (15) days prior to the Special Meeting. The agenda at the meeting shall be confined to those matters set forth in the notice.

13. At each annual Membership Meeting, the President shall give a summary report of the activities and decisions of the Trustees which were taken since the last meeting.

14. The Meeting, by a two-thirds (2/3) vote of those present and voting, may overturn any decision taken by the Board. By a majority vote, it may take any action within its jurisdiction or within that of the Board, excepting such actions that require a two-thirds (2/3) or other vote as specified in this constitution.

Article IV: Membership.

1. Any Jewish Household shall be eligible for Membership in Ansche Chesed.

2. The Board shall establish procedures for admitting Members, a dues structure and a procedure for recommending reductions in dues where appropriate. No one shall be denied membership in Ansche Chesed due to inability to pay full dues.

3. All members of a household belonging to Ansche Chesed shall be entitled to the benefits and services of the institution.

4. All Jewish adult members of all households belonging to Ansche Chesed are entitled to vote and hold office as Officers or Trustees.

Article V: Duties and Powers of Board of Trustees.

1. The Board of Trustees shall hold regular meetings, at least four times per year. The President may call a Special Meeting of the Board at any time and must call such a meeting when requested to do so in writing by at least two trustees.

2. A majority of trustee, then in office, including at least one Officer, shall constitute a quorum for all meetings of the Board.

3. In the event of a vacancy among the Officers or Trustees, the Board shall have the power by a majority vote of its members present and voting to elect replacements for the vacated positions unexpired terms. Such actions must be confirmed by a majority vote of the Members at their next Annual Meeting. Such a vote by the Members shall precede the election for President.

4. The Board, by a two-thirds (2/3) vote of those present and voting, shall have the power to overturn any decision or action of any Officer.

5. An Officer or at-large Trustee who misses three (3) consecutive meetings of the Board shall automatically vacate his or her position. Following the third absence, the status of the Officer or at-large trustee shall be placed on the agenda of the next Board meeting at which time the Board may reinstate the trustee by a two-thirds (2/3) vote of those present and voting.

6. All contracts for Rabbi or cantor shall be negotiated by the Board and shall be submitted to the Membership for ratification. The Board may delegate the authority to hire and dismiss other personnel.

7. By a two-thirds (2/3) vote of those present and voting, the Board may recommend the dismissal of the Rabbi or cantor prior to expiration of their respective contracts. Such recommendation shall be submitted to the Membership within thirty (30) days of its being formally voted upon by the Board for action at a special meeting of the Membership.

8. The Board shall have the power to delegate authority to sign contracts and official documents on behalf of Ansche Chesed except as otherwise explicitly provided in the Constitution.

Article VI: Duties of Officers.

1. The President: The President shall preside at all meetings of the Board, the Executive Committee and the Membership, shall appoint a chairperson for each Board Committee, be an ex-officio member of all Board Committees, and shall sign all official documents and contracts, except as expressly provided for by the Board, pursuant to Article V, 8.

2. The Vice-President: The Vice-President shall perform all duties of the President in his or her absence, incapacity, or refusal to perform functions mandated by the Constitution. In the case of more than one Vice-President, the Board shall have designated the execution of this function.

3. The Treasurer: The Treasurer shall manage or oversee management of all financial affairs of Ansche Chesed and shall prepare a financial report every quarter which shall be made to the Board at their first meeting subsequent to its preparation. The financial report shall be appended to the minutes of the Board meeting at which the report is presented. The Treasurer shall also perform all duties of the Vice-President in his or her absence, incapacity, or refusal to perform functions mandated by this Constitution. All Financial reports pertaining to Ansche Chesed shall be available for inspection by any Member.

4. The Secretary: The Secretary shall oversee such administrative functions of Ansche Chesed as the President may assign, shall have custody of all official documents, and shall prepare and circulate by mail minutes of each meeting of the Board and of the Membership.

Article VII: Committees of the Board.

1. The Board shall establish the following standing committees: Education, Membership, Finance, Executive, Program, Ritual, Personnel.

2. The President may establish additional committees as he/she deems necessary subject to the approval of the Board.

3. The President shall appoint a chairperson to each committee. Each committee may elect a co-chairperson from its ranks.

4. Membership on committees shall be open to all members of Ansche Chesed except where limited by the Board due to considerations of confidentiality. Membership on committees limited by the Board due to considerations of confidentiality shall be composed of members appointed by the President.

5. Except as provided for in Article VII, 4, the members of a committee shall initially include Members appointed by the President as well as Members attending the first meeting of the committee which shall be publicized to the Membership in writing. Each year, the first meeting of a committee following Yom Kippur shall be publicized to the Membership in writing and attendance at said meeting shall entitle a Member to join the committee. Attendance at three (3) consecutive meetings shall also entitle a member to join a committee Members may be added to the committee by vote of its membership.

6. Membership on the Executive Committee shall be open to all trustees and limited to only trustees. The members of the Executive Committee shall initially include all officers as well as trustees at-large appointed by the President. Each year, the first meeting of the Executive Committee following the annual meeting shall be publicized to the Board in writing and attendance at said meeting shall entitle a trustee at-large to join the committee. Attendance at three (3) consecutive meetings shall also entitle a trustee at large to join the Executive Committee.

7. A committee member, as described above in Article VII (4-6), who misses three (3) consecutive meetings of that respective committee, shall automatically cease to be a member of that respective committee, subject to the reappointment by the President or approval by that respective committee.

8. Meetings of all committees shall be open to non-voting participation by all Members of Ansche Chesed except when limited by the Chairperson(s) due to consideration of confidentiality.

9. The Ritual Committee shall provide guidance for Ansche Chesed and determine public standards of Shabbat, holidays and Kashruth.

10. The Board shall retain the right to affirm or to overrule all decisions of all committees.

Article VIII: Finances.

1. Check Writing: The Board may vote to authorize one or more staff members or officers to sign checks for sums of money no greater than $500.00, such authority to terminate at the end of each fiscal year. All checks for sums of money greater than $500.00 must be authorized and signed by two parties, one of whom must be an officer. However, nothing herein shall prevent the Board from requiring two signatures for lesser sums of money. The following officers must be signatories to every account on behalf of Ansche Chesed: President, Vice-President and Treasurer.

2. Special Funds: All funds, except for general operating monies, established by the Board must be maintained in separate bank accounts and shall not be deposited or entered in the general operating account.

3. Audit: The President must order an annual audit of the books, records and finances of Ansche Chesed by an independent auditor.

Article IX: Group Affiliation.

1. A membership group may petition the Board to be recognized as a formally-constituted Affiliate, if it meets either of the following two criteria: (a) at least twenty-five (25) of the group's members are Ansche Chesed Members; or (b) at least twenty-five percent (25%) of the group's members are Ansche Chesed Members.

2. The Board may grant Affiliate status by a two-thirds (2/3) vote of those present and voting. In making such a decision, the Board shall take into consideration the extent to which the applicant group manifests genuine interest in interactive programming with Ansche Chesed and other Affiliates and the extent to which it shares the overall goal of strengthening the Ansche Chesed community.

3. Affiliates shall have priority over non-affiliates in allocation of space and facilities, and they shall receive special consideration in negotiating their financial obligations to Ansche Chesed. Specific understanding regarding use of space, attendant responsibilities, committee obligations, and donations to Ansche Chesed shall be negotiations on these matters shall take into account the extent of overlap in memberships of Ansche Chesed and the Affiliate, the potential benefit to Ansche Chesed of the Affiliate's services and programs, the historic relationship between the Affiliate and Ansche Chesed, the Affiliate's independent fund-raising capabilities, and other factors.

4. The Affiliate shall be held responsible to uphold commitments it undertakes to participate in cooperative programming efforts with Ansche Chesed and other Affiliates. Affiliates may be required by the Board of Ansche Chesed to send a voting representative to appropriate committees of Ansche Chesed.

5. Affiliates shall establish their own policies and programs without interference from the Board or other body of Ansche Chesed provided that such policies and programs conform to the requirements established pursuant to the above and that they do not alter or jeopardize the legal, financial, or physical status of Ansche Chesed and that they do not contravene the rights of other Affiliates, Members or programs of Ansche Chesed.

6. The Board may revoke a group's Affiliate status for cause by a two-thirds (2/3) vote of those present and voting. At least 30-day notice shall be given to the Affiliate whose status will be voted upon by the Board.

Article X: Amendments.

1. This constitution may be amended by a two-thirds (2/3) vote of the Membership at any of its meetings provided the Membership has received at least two (2) weeks' notice as to the substance of the proposed amendments. Such notice may be given by announcements at a prior meeting of the Membership or in a mailing to the Membership. The President shall authorize a mailing to the Membership for this purpose upon request from ten (10%) percent of the Member households or 18 such households, whichever is greater.

2. The Membership may amend this Constitution without prior notification at its Annual Meeting by an affirmative vote of ninety (90%) percent of those Members present and voting. Those present and abstaining shall count as "nay" votes in any such circumstance and in no other.

Article XI: Jurisdiction.

1. This Constitution shall be sovereign except that The New York State Religious Corporations Law shall take precedence in case of conflict.

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