Bylaws of Peninsula Temple Sholom, 2007

Article I: Name

This Congregation shall be known as Peninsula Temple Sholom (“PTS” or the “Congregation”), located in Burlingame, California.

Article II: Purpose

Peninsula Temple Sholom is a Reform Jewish Congregation dedicated to meeting the spiritual, social and intellectual needs of its congregants. Together as an extended Jewish family with diverse Jewish backgrounds, we are committed to God, Torah, and carrying out our Jewish traditions in a participatory, warm and nurturing environment.
Subject to any restrictions in the Articles of Incorporation, the Congregation may engage in any lawful activity consistent with its tax-exempt status for which corporations may be organized under the laws of the State of California for nonprofit corporations.

Article III: Affiliation

This Congregation shall affiliate with the Union for Reform Judaism (“URJ” or “Union”) and it shall subscribe to and abide by the Constitution and Bylaws of the Union.

Article IV: Guidance for Religious Practice

This Congregation shall interpret Judaism in the context of Reform Judaism,

Article V: Membership

Section 1.

a) A unit of membership may be a couple, an individual, or a family living in a single household. Each membership unit must contain at least one individual who is an adult and at least one individual who is Jewish. For purposes of these bylaws an adult person is defined as one who has reached the age of eighteen (18).
b) Members who are in good standing are entitled to vote, sign petitions, and be counted as part of a quorum, unless precluded from such activities elsewhere in these Bylaws. Up to two adults, registered as members from each unit of membership, are entitled to vote, sign petitions or be counted in a quorum.
c) Members whose financial obligations with PTS are current shall be considered members in good standing.

Section 2.

Due to the nature of the work of the Board of Trustees (see Article VIII), all Trustees shall be Jewish members.

Section 3.

Members in good standing shall have the right to receive tickets for High Holy Day services, attend social, educational and cultural activities at PTS, enroll their children in educational programs, and avail themselves of Rabbinic and Cantorial services, subject to policies adopted from time to time by the Trustees.

Section 4.

Non-Jewish members are encouraged to share in the warmth and fellowship of PTS, attend religious services and events, and participate in the community. Participation of non-Jewish adults in religious ceremonies shall be at the discretion of the Senior Rabbi of the Congregation, hereinafter referred to as “The Rabbi.” Voting privileges shall be reserved to Jewish members. Non-Jewish members are welcome to serve on committees other than the Religious Practices committee.

Section 5.
In the event of death or divorce, a surviving or remaining non-Jewish spouse may continue as a member, subject to the membership rules set by the Trustees.

Section 6.

a) The Trustees may adopt additional membership classes not specified herein. The Trustees shall have the responsibility to define the term, obligations, rights and benefits of any additional membership class. Each additional membership class shall be reviewed annually by the Trustees not later than the April meeting of the Trustees.
b) Trustees may appoint honorary members, whether or not said honorary members comply with any other requirements stated herein. Honorary members are not entitled to voting privileges.

Section 7.
a) An application for membership in PTS shall be made on such form or forms as shall be prescribed from time to time by the Trustees and shall be executed by the applicant. All members, regardless of whether their membership is new or longstanding, acknowledge and accept the responsibility to financially support PTS. Admission to membership in PTS shall require the vote of a majority of the Trustees present and voting at a meeting of the Trustees.
b) Dues, Facilities Reserve and other assessments shall be paid by all members in amounts and at such time and manner as shall be determined from time to time by the Trustees. The Trustees or their chosen representatives are empowered to waive such assessments, or any portion thereof, for any membership unit.

Section 8.

A member who fails to pay any financial obligation due PTS within three (3) months after such obligation shall become due and payable ceases to be a member in good standing and shall have a thirty (30) day notice mailed to the member’s last known address. In the event the delinquency is not paid or arrangements made for payment within the said thirty (30) day period, the member may be removed from the roll of membership by a vote of a majority of the Trustees present and voting at a meeting of the Trustees. Any membership so terminated may be reinstated by a vote of a majority of the Trustees present and voting at a meeting of the Trustees and under such terms and/or conditions as are set forth by the Trustees.

Section 9.

A member may resign from PTS upon filing written notice of said intention to resign with the Trustees. Such resignation shall not relieve the member of any financial obligation owed to PTS.
Section 10. Any membership may be terminated involuntarily, for reasons not covered by Section 8 by the affirmative vote of three-fourths (3/4) of the Trustees entitled to vote. Such action shall be taken only after the member or membership unit has received a minimum of thirty (30) days’ written notice of the Trustees’ meeting, as well as the proposed action to be taken, and such member shall have an opportunity to be heard at either a regular or special meeting of the Trustees called by the President for the purpose of considering such termination.

Article VI: Meetings

Section 1.

The annual meeting (the “Annual Meeting”) of the Congregation shall be held within sixty (60) days prior to the commencement of its fiscal year. At this meeting, the election of Trustees shall be held and reports shall be submitted by the clergy, President, and such committees, auxiliaries or persons as may be appropriate. The budget for the ensuing fiscal year shall be presented.
Members of the Congregation shall be notified by mail (or other verifiable means, such as electronic methods) at least thirty (30) days prior to the date of the annual meeting. Notice of the meeting shall include the date, time and place of the meeting, the matters to be considered at the meeting, and the names of all nominees for the Trustees.

Section 2.

Special meetings of the Congregation may be called by the President; the Trustees; or by petition containing the signatures of a quorum, as defined in Section 3 of this Article. Petitions must be presented to the Secretary or President of the Trustees at least fifteen (15) days prior to the date of the called meeting. The call for a special meeting shall set forth the purpose of the meeting, and written notice thereof shall be mailed (or sent by other verifiable means, such as electronic methods) to the membership at least ten (10) days prior to the time of such meeting. The meeting must be held no later than thirty (30) days from receipt of written petition requesting the meeting. No business shall be transacted at such meeting except that specified in the notice.

Section 3.

The Quorum for a Congregational meeting or other purposes shall be fifty (50) members eligible to vote.

Section 4.

Only eligible members who are present at a meeting will be entitled to vote. Proxy votes will not be accepted. Unless specified elsewhere in these Bylaws, all matters to be voted on shall be decided by a majority vote.

Section 5.
The Secretary of the Trustees shall be responsible for these procedures. Results will be communicated to the Congregation in a timely fashion.

Article VII: Officers

Section 1.

The Officers of the Congregation shall be a President, one or more Vice President(s), one Secretary, one Treasurer, and such other officers as the Trustees may appoint.

Section 2. Selection of Officers

a) Selection of President. At the January meeting of the Trustees, the Trustees shall elect a committee of three (3) Trustees who shall nominate a Trustee for the position of President. At the February meeting of the Trustees, the committee shall present their nominee. Other nominations may be made from the floor. The Trustees shall then elect a President. The newly elected President shall take office at the beginning of the ensuing fiscal year.
b) Selection of Other Officers. Immediately following the Annual Meeting, the President shall appoint a committee of three (3) Trustees who shall nominate a slate of Trustees to serve as officers. At the July meeting of the Trustees, the committee shall present their nominees. Other nominations may be made from the floor. The Trustees shall then elect the officers. The newly elected officers shall take office immediately. Officers shall serve until their successors have been elected. In the event that an office is vacated, the Trustees shall, no later than at their next regular meeting, elect a Trustee to fill the vacancy.

Section 3.

The President. The duties of the President shall be to preside as chair at all Congregation and Board meetings. The President shall create committees and appoint their chairpersons unless otherwise provided by the Bylaws. The President shall be an ex-officio member of all committees except the Nominating Committee. The President shall call the Annual Meeting and special meetings, and perform such other duties as are incident to the office.

Section 4.

The Vice Presidents shall perform such duties as may be assigned by the President. The Vice Presidents in order shall automatically succeed to the office of the President in case of vacancy and shall act for the President in case of his or her absence or disability.

Section 5.

The Treasurer shall be the custodian of all funds of the Congregation and shall be the disbursing agent of the Congregation as authorized by the Trustees. The Treasurer shall present a financial report at meetings of the Trustees and the Annual Meeting. The Treasurer shall serve on any committees directly involving fiscal matters.

Section 6.

The Secretary shall keep accurate and complete minutes of meetings of the Congregation and the Trustees; maintain the Policy Manual of Board approved policies; oversee notices of all meetings; and perform such other duties as are incident to the office. The Trustees may delegate some of these responsibilities to the Executive Director of the Congregation, but the Secretary shall be responsible for the performance of any delegated matters.

Section 7.

All Officers shall be covered by a fidelity bond, the cost of which shall be borne by the Congregation.

Section 8.

All disbursements of Congregation funds shall require the authorization or the signature of, either two Officers or an Officer and the Executive Director.

Article VIII: Board of Trustees

Section 1.

The Board of Trustees (“Trustees”) shall consist of eighteen (18) Members of the Congregation elected for terms of two years, except as provided in Section 2 of this article. Nine Trustees shall have terms that expire in even years. Nine Trustees shall have terms that expire in odd years. Employees of the Congregation may not serve as Trustees. The current presidents of Sholom Women and Brotherhood shall serve as ex-officio Trustees with full voting rights. If an auxiliary has more than one president, that auxiliary must appoint just one as their Trustee representative. The presidents of other sanctioned auxiliary groups affiliated with the Congregation may, with the approval of the Trustees, serve as ex-officio members without voting rights. All past Presidents of the Trustees, who are not currently serving as Trustees, shall be ex-officio members of the Trustees without the right to vote.

Section 2.

The Congregation shall, from time to time, elect Trustees for one year terms to ensure that an equal number of Trustees have terms that expire in even and odd years.

Section 3.

Trustees cannot serve for more than eight consecutive years, subject to the following exception. A Trustee who has served for eight years, may be elected President for up to two one-year terms; in any event, no President may serve for more than two consecutive years. Members who have previously served as Trustees may be eligible for election or appointment after a four (4) year absence from the Board. Service of ex-officio Trustees shall not count toward term limits. Service in an appointed role to fill a vacant Trustee position, as described in Section 4 of this article, shall not count toward term limits.

Section 4.

Any vacancy on the Trustees shall be filled by a congregant nominated by the President and approved by a majority vote of the remaining trustees then in office, even though less than a quorum. Members who fill vacancies shall serve until the end of the current fiscal year.

Section 5.

A person may be elected or appointed to be a Trustee after that person has been a member in good standing of the Congregation for at least one (1) year prior to the commencement of his or her term.

Section 6.

The Trustees shall be responsible for the general management of the affairs, funds, records, and property of the Congregation. Trustees shall establish policies and guidelines and set direction with respect to matters within its management and control. The Trustees, or its designees, shall act on all matters of policy. The Trustees shall perform such other duties as the Members of the Congregation in regular or special meetings may prescribe.

Section 7.

The Trustees shall meet regularly each month. Special meetings may be called by the President or by petition of at least five (5) Trustees. Electronic or written notice of the time and place of a special meeting shall be delivered to each Trustee at least seventy-two (72) hours prior to the time of the holding of the meeting. The notice of the special meeting shall contain the purpose for which the special meeting is called. No business shall be acted upon at a special meeting other than that for which the special meeting is called.

Section 8.

The majority of the voting members of the Trustees shall constitute a quorum.

Section 9.

Subject to Articles XI and XII, the Trustees shall have the authority to engage a Rabbi and, in consultation with The Rabbi, to engage other clergy and professional staff; and to establish their duties and compensation.

Section 10.

The Trustees shall designate the depositories for deposit of the Congregation’s funds and, subject to Section 8 of Article VII, shall also designate signatories on such accounts. With a two-thirds majority vote, the Trustees shall have the authority to borrow money up to a limit of 10% of the expected dues of the current fiscal year and to pledge for payment thereof the Congregation’s assets other than (1) real estate or (2) funds of the Congregation which are donor-restricted to purposes other than the purpose of the loan.

Section 11.

The Trustees shall create and maintain a fund which shall be designated as the “Facilities Reserve Fund” or other name as given by the Trustees. Said fund shall only be used for extraordinary and nonrecurring repairs or improvements to PTS grounds, buildings and equipment. In no event shall said fund be used for normal operating expenditures.

In addition to the Facilities Reserve Fund, the Trustees shall be empowered to set up and maintain additional funds to be utilized for special purposes. The amount and the purposes for which said funds shall be utilized shall be left to the sound discretion of the Trustees.

Article IX: Executive Committee

There shall be an Executive Committee consisting of the Officers of the Congregation, chaired by the President. The President may appoint other Trustees to serve on the Executive Committee. The Executive Committee may make time-sensitive decisions, subject to ratification by the Trustees. The Trustees may set policies to determine the scope of action available to the Executive Committee. The President, or a designated representative, shall report on actions taken by the Executive Committee to the Trustees.

Article X: Removal from Office

Section 1.

A Trustee may be removed from office in the event said member is absent without excuse for three (3) consecutive regular meetings of the Trustees by a majority vote of the members of the Trustees present at a regular meeting of the Trustees .

Section 2.

A Trustee may be removed from office for cause by a two-thirds vote of the Trustees present at a special meeting of the Trustees called for the purpose of acting upon such removal. Said special meeting is to be called at the request of a majority of the Trustees or by the President. Reasonable written notice of this special meeting and its agenda shall be sent to the Members of the Congregation. Reasonable written notice of the special meeting and cause must be served on the Trustee proceeded against. During this meeting, the Trustee subject to this action shall be given an opportunity to speak.

Section 3.

A Trustee may be removed from office for any reason by a majority vote of the Members present at a special meeting of the Congregation called for the purpose of acting upon such removal. Said special meeting is to be called by a petition requesting such a meeting signed by two hundred (200) or more of the Members in good standing, and presented to the Trustees at their next regular meeting. Upon receipt of the petition, the Trustees shall schedule the requested special meeting. The earliest scheduled date for the special meeting on removal shall be fifteen (15) days after the meeting of the Trustees at which the petition was presented. Reasonable written notice must be served on the Trustee proceeded against. Written notice of the special meeting and ballots shall be distributed by mail or verifiable electronic means at least ten (10) days prior to the meeting date, and shall include a written statement by the Trustee facing removal, if available. Prior to any vote at the special meeting, the Congregation must give the Trustee facing removal reasonable opportunity to be heard. The removal process outlined in this section supersedes Article VI, Section 2, describing the process for calling special meetings of the Congregation.

Article XI: Clergy

Preamble
In considering our relationship with clergy, we remember with fondness and affection, the wonderful relationship we had with our Founding Rabbi, Gerald Raiskin z’’l, who was both a great leader and teacher, and helped guide PTS from strength to strength.

Section 1. Selection Criteria

  1. The Congregation should consider, in its selection and subsequent reelection of rabbis:
    1. the rules and regulations of the Joint Rabbinic Placement Commission of the Union, the Central Conference of American Rabbis (“CCAR”), and the Hebrew Union College – Jewish Institute of Religion (“HUC-JIR”); and
    2. the Guidelines for Rabbinical Congregation Relationships (as adopted and recommended by the Union and the CCAR).
  2. The Congregation should consider, in its selection and subsequent reelection of an invested cantor, the guidelines, rules and regulations of the Joint Cantorial Placement Commission of American Conference of Cantors (“ACC”), the Union, and the Hebrew Union College- Jewish Institute of Religion School of Sacred Music.

Section 2. The Rabbi

  1. The Congregation shall have one senior rabbi, hereby referred to as The Rabbi. Unless otherwise stated, all references in this document to The Rabbi refer to the senior rabbi.
  2. The Rabbi shall be elected for an initial three-year period of service in the following manner: (1) a selection committee, established by the President, with the consent of the Trustees, shall recommend a candidate to be elected; (2) a two-thirds vote of the entire Trustees shall be required for the initial election of The Rabbi.
  3. At least six months prior to completion of The Rabbi’s then current contract, the Personnel Committee shall make a recommendation to the Trustees as to The Rabbi’s reelection and subsequent term of service of up to five years. A two-thirds vote of the entire Trustees shall be required for the reelection of The Rabbi and subsequent term of service.
  4. The Rabbi shall have the right to attend all meetings of the Officers, the Trustees, and the Congregation, without voting rights, except when requested to absent himself or herself. The Rabbi shall be a nonvoting member of all committees.
  5. The Rabbi shall be enrolled in the pension plans of the Reform Pension Board of the Union and the CCAR, or equivalent rabbinic professional association. The Congregation shall provide disability insurance for The Rabbi, either through a professional rabbinic association, or with coverage equal or superior to the least expensive rabbinic plan available from a private insurer.
  6. A two-thirds majority vote of the entire Trustees is required to terminate The Rabbi’s contract. Should The Rabbi be discharged, on leave, or otherwise unable to fulfill his or her responsibilities, the Trustees shall have final authority for assigning his or her responsibilities to other clergy, or to members of the Congregation.
  7. The Rabbi may be granted a sabbatical leave from time to time. The terms of this sabbatical shall be recommended by the Personnel Committee and approved by the Trustees. A sabbatical is typically granted to a rabbi for the purposes of using this time to seek spiritual and physical reinvigoration through a program of study and travel.

Section 3. Associate and Assistant Rabbi(s).

  1. The Trustees may engage one or more associate or assistant rabbi(s). Together with The Rabbi, a selection committee, established by the President with the consent of the Trustees, shall recommend an associate/assistant rabbi to the Trustees for an initial term of up to three years. A two-thirds vote of the entire Trustees shall be required for the election of an associate/assistant rabbi.
  2. An associate/assistant rabbi may be reelected for an additional period of up to three years upon joint recommendation to the Trustees by The Rabbi and the Personnel Committee. Subsequent reelection is permitted, with duration proposed by joint recommendation from The Rabbi and the Personnel Committee to the Trustees. A two-thirds vote of the entire Trustees is required for reelection of an associate/assistant rabbi.
  3. An associate/assistant rabbi shall be enrolled in the pension plans of the Rabbinic Pension Board of the Union, the CCAR, or equivalent professional rabbinic association. The Congregation shall provide disability insurance for an associate/assistant rabbi, either through a professional rabbinic association, or with coverage equal or superior to the least expensive rabbinic plan available from a private insurer.
  4. An associate/assistant rabbi shall be invited to attend all meetings of the Board of Trustees, without voting rights, except when requested to absent himself or herself.

Section 4. The Cantor

  1. The Trustees may elect a cantor. Together with The Rabbi, a selection committee, established by the President with the consent of the Trustees, shall recommend a cantor for an initial term of up to three years. A two-thirds vote of the entire Trustees shall be required for the election of a cantor.
  2. A cantor may be reelected for an additional five-year period, upon joint recommendation from The Rabbi and the Personnel Committee to the Trustees. Subsequent reelection is permitted, with duration proposed by joint recommendation to the Trustees made by The Rabbi and the Personnel Committee. A two-thirds vote of the entire Trustees shall be required for reelection of a cantor.
  3.  The Cantor shall be invited to attend all meetings of the Board of Trustees, without voting rights, except when requested to absent himself or herself.
  4. The Congregation shall enroll the Cantor in the pension plan and the insurance programs of the ACC or equivalent professional cantorial association. Specifically for insurance, the congregation may, at its discretion, provide private coverage equivalent or superior to the least expensive option from the ACC.
  5. There is an existing agreement between the Congregation and Cantor Barry Reich (“Reich Agreement”) regarding his lifetime employment. In all aspects for which the Reich Agreement differs from these Bylaws, the Reich Agreement shall have precedence.

Section 5. Tenure

  1. After a minimum of ten years of service, a member of the clergy may be considered for a tenured position. With a tenured position, a member of the clergy is no longer subject to the renewal periods identified in the previous Sections of this Article. Tenure lasts until the clergy member reaches age 65.
  2. For a member of the clergy to be offered a tenured position, the Personnel Committee must make a recommendation to the Trustees. The Trustees then must approve the offer of tenure with a three-quarters vote of the entire Trustees. Finally, the issue must be voted on by the Congregation, who must approve the offer of tenure with a majority vote at the next Annual Meeting, or at a special meeting called for such purpose.
  3. Upon reaching age 65, all tenured clergy will be considered for renewal of their contracts. When the contract of a member of the clergy over age 65 comes up for renewal, the Personnel Committee may recommend renewal for a period not exceeding five years, request that the clergy retire, or promote the clergy member to the appended title “Emeritus.” If a clergy member is promoted to emeritus status, their current position is vacated. The recommendation of the Personnel Committee must be approved by a three-quarters majority vote of the entire Trustees.
  4. The Trustees, in consultation with The Rabbi, shall determine the scope of duties required of emeritus clergy. When being promoted to emeritus status, the clergy member may request certain duties, but final duty assignment shall rest with, The Rabbi or successor Rabbi, as the case may be, in consultation with the Trustees.

Article XII: Professional Staff

Section 1. Senior Professional Staff

In addition to the clergy, the senior professional staff includes the Executive Director and other full-time or part-time employees responsible for the selection, hiring, and management of employees needed for services and programs offered by the Temple.

Section 2. Executive Director

  1. The Executive Director is responsible for day-to-day operations and administration of the Temple. In defining his or her duties, the Congregation should consider the guidelines of practice formulated by NATA and the Union. The Congregation shall enroll the Executive Director in the pension and disability plans of the Reform Pension Board or other equivalent program.
  2. The Executive Director shall report directly to the President. He or she shall be ex officio member of all committees, except as requested by the President. All non-clergy senior professional staff shall report to the Executive Director on administrative matters.

Section 3. Education Director

In the selection of the Education Director, the Congregation should consider the guidelines of practice formulated by National Association of Temple Educators (“NATE”) and the Union. The Congregation shall enroll the Education Director in the pension and disability plans of the Reform Pension Board or other equivalent program.

Section 4. Preschool Director

In the selection of the Preschool Director, the Congregation should consider the guidelines of practice formulated by National Jewish Early Childhood Network and the Union. The Congregation shall enroll the preschool director in the pension and disability plans of the Reform Pension Board or other equivalent program.

Section 5. Hiring

  1. To fill an open Executive Director position, the President will establish a selection committee. The selection committee, in consultation with The Rabbi, will recommend a candidate to the Personnel Committee. After review and approval by the Personnel Committee, the Personnel Committee shall nominate such candidate to the Trustees. The hiring of an Executive Director requires a majority vote of the entire Trustees.
  2. To fill an open professional staff position other than the Executive Director, the President will establish a selection committee. Together with The Rabbi, the selection committee will recommend a candidate to the Personnel Committee. After review and approval by the Personnel Committee, the Personnel Committee shall nominate such candidates to the Trustees. The hiring of a professional staff member requires a majority vote of the entire Trustees

Section 6. Renewal and Termination

The Personnel Committee, in consultation with The Rabbi, shall determine contract renewal or non-renewal of professional staff and report its decisions to the Trustees. The Personnel Committee, in consultation with The Rabbi, shall recommend to the Trustees the termination of professional staff. Termination of a professional staff member requires a majority vote of the entire Trustees.

Article XIII: Committees

Section 1. Required Committees

The President shall establish committees to address each of these functional areas:
• religious practice, working with the Rabbi to explore religious issues and to suggest direction on religious practices, and shall be comprised exclusively of Jewish members.
• education, providing direction to and working with professional staff on all education activities and services provided by PTS to members and to the general community.
• fiscal, providing direction to and working with professional staff on matters of financial status, capital allocation, investments, budgets, and dues collection from members, to ensure the fiscal health of PTS, with a specific Finance Committee defined in Section 3 of this Article.
• facilities, providing direction to and working with professional staff to ensure the maintenance of existing facilities and to recommend and follow through on facilities improvements.
• membership, providing direction to and working with professional staff to attract, integrate, and retain members of the Congregation.
• personnel, providing direction and oversight on all personnel matters, with a specific Personnel Committee defined in Section 4 of this Article.
Additional committees may be established by the President.
Other required committees include the Executive Committee and the Nominating Committee. The Executive Committee is defined in Article IX. The Nominating Committee is defined in Article XV.

Section 2. Committee Service

The chairperson of a committee is responsible for inviting members to join a committee. It is the intention of these Bylaws that the majority of members of any committee, except as otherwise defined herein, be comprised of members of the Congregation at large who are not voting members of the Trustees. Except as limited in these Bylaws, the chairperson and members of any committee may be any member in good standing.

Section 3. Finance Committee

The Finance Committee is responsible for ensuring that all financial policies of PTS are followed. At the end of the fiscal year, the Finance Committee shall meet to review and analyze the annual financial statements, review financial policies and operational procedures, and present its report to the regular October meeting of the Trustees. The Treasurer serves on the Finance Committee.

Section 4. Personnel Committee

The Personnel Committee shall be comprised exclusively of voting members of the Trustees. The Personnel Committee shall provide timely notification to the Congregation that it is meeting to discuss the renewal of the contract of any Clergy or Senior Professional Staff, and Congregants will be invited to submit written comments to the Personnel Committee.

Article XIV: Auxiliaries

Section 1. Official recognition of congregational auxiliaries may be attained by vote of the Trustees.

Section 2. The Bylaws and other regulations of all auxiliary organizations shall be consistent with the bylaws and policies of PTS.

Article XV: Nominations and Election

Section 1.

The Trustees shall no later than at its regular monthly meeting in March elect a Nominating Committee for the purpose of nominating Trustees. This committee shall consist of three (3) members of the Trustees and four (4) members of the congregation at large, as well as such alternates as the Trustees may determine. All these committee members must be members in good standing. It is the spirit and intention of these Bylaws that any nominating committee shall be composed of more members of the congregation at large than of Trustees. The Trustee who shall serve as President in the next fiscal year shall not serve on the Nominating Committee.

Section 2.

The Nominating Committee shall nominate one candidate for each position to be filled.

Section 3.

Selections of the Nominating Committee shall be reported to the Trustees, and notice of said nominations shall be sent by mail (or verifiable electronic means) to all members of the Congregation in accordance with Article VI, Section 1.

Section 4.

Nomination for any elective office may also be made by petition of a Quorum of members of the Congregation, said nominations to be filed with the Secretary at least twenty (20) days prior to the annual meeting.

Section 5.

Notice of nominations by petition must be sent by mail (or verifiable electronic means) to all members of the Congregation at least ten (10) days before the election.

Section 6.

Trustees shall be elected at the annual meeting by a majority vote of the Members present and voting.

Section 7.

There shall be no nominations from the floor at the annual meeting.

Article XVI: Cemetery

The congregation neither owns nor leases land for a cemetery. The congregation has dedicated space at Home of Peace cemetery in Colma.

Article XVII: Real Estate

Before any contract shall be entered into for the purchase, sale, transfer, encumbrance, or lease of real estate by or for the Congregation, the Trustees shall ascertain all of the relevant material facts and approve such contract by a two-thirds vote of the entire Trustees. In addition, the contract must be submitted to the Congregation at a regular or special meeting called for that purpose. A vote of two-thirds of the Members present and voting at such congregational meeting is required to authorize any such action with respect to real estate.

Article XVIII: Contracts and Legal Documents in General

Contracts for items that are included in the annual budget may be approved and signed by the Executive Director without further action by the Board. Contracts and other agreements imposing legal and/or payment obligations upon the Congregation, which are not included in the annual budget, shall require Board approval unless they are routine, administrative, and/or present insignificant financial exposure. All contracts and agreements of this nature shall be signed by the President of the Congregation, who may consult the Congregation’s legal counsel where appropriate.

Article XIX: Fiscal Year

The fiscal year of PTS shall commence on July 1st and shall end on June 30th. The fiscal year may be changed from time to time by the vote of a majority of the Trustees.

Article XX: Amendments

Section 1.

Amendments to the Bylaws shall be initiated by the Board of Trustees or by at least a Quorum of the Members of the Congregation. The amendments shall be presented in writing to the Secretary of the Congregation.

Section 2.

Following review by the Trustees, revisions and/or amendments shall be submitted to the Congregation for a vote, either at the next annual meeting, or at a special meeting called for that purpose as outlined in Article VI of these Bylaws.

Section 3.

Proposed amendments submitted by petition of members shall be read by the Secretary to the Trustees at the next regular meeting of the Trustees. The petitioners shall designate a Representative to present the proposed amendment to the Trustees and the Congregation. No discussion of the proposed amendment will take place at that meeting. Discussion will be deferred until the next regular meeting or an earlier special meeting of the Trustees called by the President. Following the Trustees’ discussion of the proposed amendment, the Trustees will make recommendations regarding the proposed amendment to the petitioners. After reviewing such recommendations, the petitioners may submit the proposed amendment to the Congregation for a vote, as determined in Section 2 of this article.

Section 4.

From time to time, the Trustees may wish to update the Bylaws in their entirety. In such case, the President shall establish a committee to review the Bylaws and recommend revisions. The revised Bylaws shall be presented to the Trustees in one month with the discussion and vote taking place in the following month. If the revised Bylaws are approved by the Trustees, then they shall be presented to the Congregation for a vote as determined in Section 2 of this article.

Article XXI: Parliamentary Authority

The rules of procedure at Congregation, Board, and Committee meetings shall be determined by Robert’s Rules of Order, latest revised edition, except where these Bylaws state otherwise.

Article XXII: Prohibited Activities

Section 1.

No Trustee, Officer or Member of the Congregation shall receive any earnings from the operations of the Congregation. This shall not prevent the payment to any such person of reasonable compensation for services rendered or of the reasonable value at retail for goods sold to or for the Congregation in carrying out any of its tax-exempt purposes.

Section 2.

Notwithstanding any other provision of these Bylaws, no Officer, Trustee, clergy, professional staff member or other employee, director, or representative of the Congregation shall take any action or carry on any activity by or on behalf of the Congregation not permitted to be taken or carried on by an organization exempt under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the “Internal Revenue Code”) and regulations promulgated thereunder, as they now exist or as they may hereafter be amended, or by an organization to which contributions are deductible under section 170(c)(2) of the Internal Revenue Code and regulations promulgated thereunder, as they now exist or as they may hereafter be amended.

Article XXIII: Indemnification

Section 1.

The Congregation shall defend, indemnify and hold harmless any person who is, or who is threatened to be made, a party to any legal proceeding, due to any act or omission that occurred in his or her capacity as a Trustee, Officer, employee, professional staff, clergy, or agent of the Congregation, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement (if approved by the Trustees in advance) actually and reasonably incurred by him/her in connection with such action, suit, or proceeding, unless the person, at the time of said alleged conduct, believed it to be unlawful or acted with willful malfeasance in the performance of his or her duties.. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in a manner which he/she reasonably believed that he/she was acting in or not opposed to the best interests of the Congregation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

Section 2.

Any indemnification under Section 1 of this Article (unless ordered by a court) shall be made by the Congregation only as authorized in the specific case, upon the determination that indemnification of the person is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 1. Such determination shall be made: (1) by the Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding; or, if no quorum can be reached, (2) by the affirmative vote of a majority of the Members of the Congregation, excluding those who are parties to the action, at a duly constituted meeting.

Section 3.

Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Congregation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking (with sufficient security, if required) by or on behalf of the indemnified person to repay such if it shall ultimately be determined that he/she is not entitled to be indemnified by the Congregation as authorized in this Bylaw provision.

Section 4.

The Congregation shall purchase and maintain insurance on behalf of the Congregation and any person who may be entitled to indemnification under Section 1 of this Article.

Article XXIV: Dissolution or Merger

In the event of the dissolution or merger of the Congregation, no Officer, Trustee, clergy, professional staff member, employee, agent, or representative of the Congregation shall be entitled to any distribution or division of its remaining property, assets, or proceeds. The balance of all money and other assets or property owned, held, or received by the Congregation from any source, after the payment of all debts and obligations of the Congregation, shall be used exclusively for exempt purposes within the intention and purpose of the Internal Revenue Code as it now exists or may be amended from time to time, or it shall be distributed to an organization or organizations exempt under said section of the Internal Revenue Code. Moreover, any such use or distribution of the money or property of the Congregation shall, to the extent possible, be in accord with the Congregation’s purpose as set forth above, and, to the extent possible, shall promote similar or related purposes.

ARTICLE XXV: Seats

Section 1.

All Seats in the synagogue shall be unassigned.

Section 2.

All arrangements and rules regarding High Holy Day seats shall be in accordance with policy as adopted from time to time by the Trustees.

Section 3.

High Holy Day tickets shall be issued to members in good standing on request.