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Congregation Beth Shalom

Jewish Community in Bozeman, Montana

Congregation Beth Shalom BY-LAWS

ARTICLE I: NAME AND ADDRESS

This congregation shall be known as Congregation Beth Shalom, (the Greater
Yellowstone Jewish Community), located in Bozeman, Gallatin County, Montana
(“The Temple”).

The Temple’s registered office shall be located within Montana at the
address of the registered agent. The location of the registered office may
be, but need not be, identical with that of the principal office if the
latter is located within Montana. The initial registered office shall be at
2010 W. Koch, Bozeman, Montana. The Board of Directors (“Board”) may change
the registered agent and the address of the registered office from time to
time, filing the appropriate statement with the Secretary of State.

ARTICLE II: PURPOSE

The purpose of this congregation is to promote the fundamental and enduring
principles of Judaism and to ensure the continuity of the Jewish people; to
enable its members to develop a relationship with God through communal
worship, study of Torah, and assembly.

Congregation Beth Shalom is a place where members of all ages come together
to be a learning and spiritual community joyfully praying together and
celebrating Jewish history and tradition. Through our programs, as well as
those programs available through the Reform and Renewal movements, we wish
to cultivate in our congregants a lifelong connection to Judaism. Our
activities include religious school for children, summer camps, family
outings, adult education classes, service in the community, Israel
experiences, and various interest groups that explore activities and ideas
new and old. Ours is a kind and nurturing community where members genuinely
care about one another and feel comfortable in sharing their joys and
sorrows together.

ARTICLE III: AFFILIATION

The congregation is affiliated with the Union of Reform Judaism (URJ), and
such affiliation cannot be terminated without a two thirds vote at a
Congregational Meeting. The congregation is affiliated with the Alliance
for Jewish Renewal (Aleph), the Association of Montana Jewish Communities
(MAJCO), and other groups, which may be changed by a two thirds vote of the
Board.

ARTICLE IV: MEMBERSHIP

Section 1.

Any person of the Jewish faith eighteen years of age or older is eligible
for membership upon acceptance of his or her membership application by the
President with the advice of the Rabbi. A membership unit shall consist of
either an individual or a family. For the purposes of this article, the
family shall mean one or two adults, at least one of which being of the
Jewish faith, and their dependent children, if any. On all matters coming
before meetings of the Temple requiring a vote, each individual member and
each adult of any family unit in good standing shall have one vote.

Section 2.

Any Temple member in good standing may serve as an officer and/or a Board
member of the Temple.

Section 3.

Members of the Temple shall have all the privileges of membership, subject
to the rules and regulations established by the Board.

Section 4.

Death or divorce shall not terminate the membership of the surviving or
remaining individual(s). However, any dues structure may be adjusted to
recognize a divorce.

Section 5.

The Board may establish special membership classifications.

Section 6.

Members shall be responsible for financial support of the Temple. Any dues,
assessments, and other fees shall be determined by the Board. The President
or Treasurer may recommend to the Board the waiver, extension, or
modification of any financial obligation due from a member. The Board shall
establish procedures for the President to follow with the intent of
preserving the privacy of the member, who may request waiver or
modification of financial obligations. The Board must approve any waiver,
extension or modification request.

ARTICLE V: CONGREGATIONAL MEETINGS

Section 1.

The annual meeting (“Annual Meeting”) of the Temple shall be held as
determined by the Board but shall not be held more than sixty days prior to
the commencement of the fiscal year. At the Annual Meeting, reports may be
submitted by the President, the Treasurer, the Rabbi (if any), and such
other officers, staff or committees as may be requested to do so by the
Board. Directors shall be elected at the Annual Meeting. Every membership
unit of the Temple shall be notified by mail at least four (4) weeks prior
to the holding of the Annual Meeting.

Section 2.

Special meetings of the Temple may be called by the President or must be
called at the request of a majority of the Board. The call for a Special
Meeting shall set forth the purpose of the meeting, and written notice
thereof and shall be mailed to the membership at least two (2) weeks prior
to the time of such meeting. No business shall be transacted at such
Special Meeting except that specified in the notice.

Section 3.

A quorum shall consist of at least ten percent (10%) of the members who are
eligible to vote.

Section 4.

Only members who are present, in person or by electronic means, at a
meeting will be entitled to vote. Proxy votes are not allowed.

ARTICLE VI: OFFICERS

Section 1.

The Officers of the Temple shall be a President, one or more Vice
Presidents, one or more Secretaries, and one or more Treasurers. Officers
are elected from the Board by the Board for a term of one year. No person
shall serve in any office for more than five (5) full successive terms in
the same position. Officers shall assume office on the date of their
election.

Section 2.

The Board shall fill any vacant officer position.

Section 3.

The President shall preside as chair at all Board meetings and appoint all
committees with approval of the Board. He or she shall preside over all
meetings and perform such other duties as are required by the office.

Section 4.

The Vice President shall perform such duties as may be assigned by the
President. The Vice President shall be an ex-officio member of all
committees except the nominating committee. The Vice President shall act
for the President in case of his or her absence or disability.

Section 5.

The Treasurer shall be custodian of all funds of the Temple, and shall be
the disbursing agent of the Temple as authorized by the Board. The
Treasurer shall periodically present a financial report to the Board at
least twice per year and at all meetings of the Temple.

Section 6.

The Secretary shall keep the minutes of both the Temple and the Board, send
out notices of all meetings, and perform such other duties as are required
by the office or requested by the President.

Section 7.

All disbursements of Temple funds over $1,000.00 shall require the written
authorization or the signature of the Treasurer and one other officer
designated by the Board.

ARTICLE VII: BOARD OF DIRECTORS

Section 1.

The Board shall consist of no fewer than five (5) or more than eleven (11)
members elected by the Temple membership for a term of three (3) years.

Section 2.

The first Board after the adoption of these By-Laws shall consist of five
members. The Temple shall elect three (3) of the Directors to serve for
three (3) years, and two (2) of the Directors to serve for two (2) years.
The Temple shall thereafter elect, as the above terms expire, all Directors
for a term of three (3) years. Roughly one third of the Board shall be
elected each year.

Section 3.

Directors shall not be elected for more than three (3) successive full
three (3) year terms.

Section 4.

The Board shall have the general management of the affairs, funds, records,
and property of the Temple. It shall act on all matters of policy, may
appoint an independent accountant, and perform such other duties as the
members of the Temple in Annual or Special Meetings may prescribe.

Section 5.

The Board may appoint a candidate(s) to fill any vacancy on the Board until
the next Annual Meeting.

Section 6.

The Board shall meet no less than five times per year. In addition, the
Board may meet at the call of the President or by petition of three voting
members of the Board.

Section 7.

One-third of the membership of the Board shall constitute a quorum.

Section 8.

The Board shall have the authority to engage employees and to establish
their duties and compensation.

Section 9.

The Board shall designate the depository for deposit of Temple funds. It
shall have the authority to borrow money up to a limit of $10,000, and to
pledge for payment thereof congregational assets other than real estate as
approved by the Board depending on the reason for the expenditure. The
membership must approve any loan greater than $10,000 at a special Temple
meeting.

Section 10.

The Directors may act, by electronic means, on any matter generally
required or permitted at a Board meeting, without physically meeting, as
long as all Directors receive at least three (3) days to respond to any
electronic vote.

Section 11.

The Board or any designated committee of the Temple may participate in a
Board or committee meeting by means of a conference telephone or similar
communications equipment, provided all persons entitled to participate in
the meeting received at least 24 hours notice of the telephone meeting, and
provided all persons participating in the meeting can hear each other at
the same time. A Director participating in a conference telephone meeting
is deemed present in person at the meeting. The chairperson of the meeting
may establish reasonable rules as to conducting the meeting by phone.

Section 12.

The Board may appoint agents and representatives of the Temple to perform
acts or duties on behalf of the Temple as the Board may see fit, so far as
may be consistent with these By-Laws and statutory law. It may authorize
any officer or agent to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Temple, and such authority
may be general or confined to a specific instance. Unless so authorized by
the Board, no officer, agent, or employee shall have any power or authority
to bind the Temple by any contract or engagement, or to pledge its credit,
or render it liable pecuniarily for any purpose or to any amount.

ARTICLE VIII: REMOVAL FROM OFFICE

Section 1.

The position of any Director who is absent without adequate excuse from
three successive meetings of the Board may be declared vacant by the Board.

Section 2.

An Officer or Director may be removed from office for cause by a two-
thirds vote of the Board. Notice must be served on the Officer or Director
proceeded against, and an opportunity to be heard before the Board must be
given.

ARTICLE IX: CLERGY

Section 1. The Rabbi.

A. The Rabbi shall be employed in the following manner: (1) A special
committee appointed by the President with the approval of the Board shall
recommend a candidate to be selected; (2) Upon approval of the Board, this
recommendation shall be submitted to the Temple at an Annual or Special
Meeting; (3) a two-thirds vote of the membership present and voting shall
be required for the selection of the Rabbi.

B. Upon completion of the Rabbi’s initial period of service, the Board
shall make a recommendation as to the Rabbi’s continued service. This
recommendation shall be submitted to the Annual or Special Meeting of the
Temple. A majority vote of those members present and voting shall be
required to act upon the recommendation of the Board.

C. The Rabbi shall have the right to attend all meetings of the Officers,
the Board, and the Temple, without voting rights, except when requested to
absent himself or herself. The Rabbi shall supervise all other clergy and
professional staff of the Temple.

D. The Board may establish a discretionary fund to be administered by the
Rabbi, subject to policies and procedures established by the Board.

Section 2. Other Clergy

A. A special committee appointed by the President shall work with the Rabbi
to select any candidate for Other Clergy positions, including Cantor or Assistant
Rabbi, for recommendation to the Board, which may elect any Other Clergy by
majority vote.

B. Any Other Clergy are invited to attend all meetings of the Board,
without voting rights, except when requested to absent himself or herself.

ARTICLE X: PROFESSIONAL STAFF

Upon approval of the Board, the Temple may hire other professional staff,
including an Administrator, an Educator, a Youth Director, a Program
Director, etc.

ARTICLE XI: COMMITTEES

The President may appoint standing and ad hoc committees deemed necessary
and appropriate.

ARTICLE XII: NOMINATION AND ELECTION of the Board of Directors

Section 1.

The Board shall establish the number of open Director positions to be
elected.

Section 2. Position to be filled.

The Board shall nominate one candidate for each open Director position.

Section 3.

Notice of nominations of Directors shall be mailed to the Temple at least
thirty (30) days prior to the Annual Meeting.

Section 4.

Directors shall be elected at the Annual Meeting by a majority vote of the
members present and voting. If more candidates receive a majority vote than
there are positions available, those candidates receiving the highest vote
totals are considered elected.

Section 5.

Members may nominate persons from the floor at the Annual Meeting for the
election of the Board. Nominations must be seconded by another member in
good standing.

Section 6.

Any candidate for Director may make a statement to the membership prior to
voting.

ARTICLE XIII: CEMETERY

The Temple may reserve, lease or own land for use as a cemetery. Currently
the city of Bozeman provides space in the municipal cemetery which is set
aside for Temple purposes. All rules and regulations are set by the city of
Bozeman and the Board in consultation with the Rabbi (if any).

ARTICLE XIV: REAL ESTATE

Section 1.

Before any contract shall be entered into for the purchase, sale, transfer,
encumbrance, or lease of real estate by or for the Temple, the Board shall
review all the relevant information and submit the proposal to the Temple
at an Annual or Special Meeting to be called for that purpose. It shall
require a vote of two-thirds of the members present and voting to authorize
any such action with respect to real estate.

Section 2.

Deeds, contracts, and other legal documents, obligating the Temple shall
require the approval of the Board and, if approved, must be signed by the
President.

ARTICLE XV: FISCAL YEAR

The Board of Directors shall establish the fiscal year of the Temple.

ARTICLE XVI: AMENDMENTS

Amendments to the constitution and By-Laws shall be initiated by the Board.
These amendments shall be presented in writing to the Secretary of the
Temple. Such amendments shall be acted upon at an Annual Meeting or at a
Special Meeting called for that purpose. Copies of the proposed amendments
shall be mailed to each member along with the notice of the meeting at
least thirty days prior thereto. An affirmative vote of two-thirds of the
members present and voting shall be necessary to adopt any amendment.

ARTICLE XVII: PARLIAMENTARY AUTHORITY

The rules of procedure at Temple, Board, and committee meetings shall be
determined by Robert’s Rule of Order, latest revised edition, except where
these By-Laws state otherwise.

ARTICLE XVIII: PROHIBITED ACTIVITIES

Section 1.

No member of the Temple shall receive any earnings or pecuniary profit from
the operations of the Temple. This shall not prevent the payment to any
such person of reasonable compensation for services rendered to or for the
Temple in carrying out any of its tax-exempt purposes.

Section 2.

Notwithstanding any other provision of these By-Laws, no Officer, Employee,
Director, or Representative of the Temple shall take any action or carry on
any activity by or on behalf of the Temple not permitted to be taken or
carried on by an organization exempt under section 501c(3) of the IRS 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 such code and regulations
promulgated thereunder, as they now exist or as they may hereafter be
amended.

ARTICLE XIX: INDEMNIFICATION

Section 1.

The Temple shall indemnify any Director, Officer, Employee, Professional
staff, Rabbi, Cantor, or Agent of the Temple pursuant to the laws of
Montana regarding indemnification of such persons in connection with their
service to the Temple.

Section 2.

Any indemnification under Section 1 of this By-Law provision (unless
ordered by a court) shall be made by the Temple only as authorized in the
specific case, upon the determination that indemnification of the person is
proper in the circumstances. Such determination shall be made: (1) by the
Board by a majority vote of a quorum consisting of Directors 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 Temple,
excluding those who are parties to the action, at a duly scheduled meeting.

ARTICLE XX: DISSOLUTION OR MERGER

In the event of the dissolution or merger of the Temple, no Officer,
Director, Employee, or Representative of the Temple 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 Temple from any source, after the payment of all debts
and obligations of the Temple, shall be used exclusively for exempt
purposes within the intention and purpose of the IRS 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 IRS code.
Moreover, any such sue or distribution of the money or property of the
Temple shall be in accord with the Temple’s purpose as set forth above,
and, to the extent possible, shall promote similar or related purposes.

APPROVED BY THE MEMBERS OF THE TEMPLE this day of 1 July, 2002.

AMENDED BY THE MEMBERS OF THE TEMPLE this day of 3 June, 2017.