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By-Laws



CONSTITUTION AND BY-LAWS OF THE CITY SHUL CONGREGATION OF TORONTO. MAY 27, 2014, AS AMENDED JUNE 15, 2020


 

ARTICLE NO. 1 – NAME

 This congregation shall be known as The City Shul Congregation (the “Congregation”).

ARTICLE NO. 2 – PURPOSE

Section 2.1.
The purpose of this Congregation shall be to worship in accordance with the faith of Judaism; to cultivate a love and understanding of the Jewish heritage; to stimulate fellowship in the Jewish community and to strengthen the bonds of loyalty with Jewish people everywhere; to promote the teachings of the principles of Judaism by religious education and through social and welfare activities.

Section 2.2
In order to advance the cause of Reform Judaism in Canada and throughout the world, this Congregation shall affiliate itself with the Union of Reform Judaism, Canadian Council of Reform Judaism and the World Union for Progressive Judaism.

ARTICLE NO.3 - VISION

Section 3.1.
City Shul is a shul with a Jewish heart in the heart of Toronto. It is egalitarian, open, accessible and accepting. Our congregation works to build community, advances education of our children and adult members, and promotes/engages in Tikkun Olam in both the Jewish and non-Jewish community.

ARTICLE NO. 4 – GENERAL

Section 4.1.All references in this Constitution and in these By-Laws to “he” shall include “she” and all other references to the masculine gender shall be read and construed as a reference to either gender.

ARTICLE NO.5 – MEMBERSHIP

Section 5.1.
Membership is open to any person who commits to the purpose of the Congregation set out in Article 2 and is eighteen (18) years of age or over.

 

Section 5. 2.
Memberships shall be under the following categories, each with voting rights as noted:

  • Family Membership and Senior Family Membership (two adults and any children under twenty-five (25)) with two votes per membership
  • Individual Membership (including Single Parent Family, Under 30’s, Full-time Student) and Senior Individual Membership with one vote per membership.

Section 5.3.
Any member’s child who is under the age of twenty-five (25) shall be considered a non-voting member in his or her own right. After the age of twenty-five (25), any member’s child may choose to become a member of the Congregation in his or her own right. A member’s child under the age of twenty-five (25) may also choose to become a member in his or her own right.

Section 5.4.
Members shall pay dues in advance in such amounts and at such time as may be determined by the Leadership Team. The level of dues in each category of the dues schedule, may, at the discretion of the Leadership Team, escalate for each fiscal year. The Leadership Team may levy dues upon members in lesser amounts in cases of need.

Section 5.5.
The Leadership Team may levy special assessments upon members, subject to the approval of a majority of the Leadership Team, provided a special meeting of members is called in advance of such decisions.

Section 5.6.
Dues and school fees are payable in advance. All other charges shall be payable on such terms as directed by the Leadership Team. A member in arrears for ninety (90) days or more who has not made satisfactory arrangements for payment of dues, school fees, or other authorized charges, may be suspended from membership by the Leadership Team. Such suspension shall be effected by a two-thirds vote of the Leadership Team present at a regularly constituted meeting of the Leadership Team, following the giving of thirty (30) days notice in writing to such member by registered prepaid mail to such member’s last address on record in the books of the Congregation.

A member thus suspended may be reinstated by the Leadership Team on payment of all arrears and compliance with any other terms the Leadership Team may stipulate.

A member who has not made satisfactory arrangements with respect to payment of all outstanding financial obligations to the Congregation at least sixty (60) days prior to his or her proposing to utilize the facilities of the Congregation to conduct a wedding, Bar Mitzvah or Bat Mitzvah or other life cycle event may not at the discretion of the Leadership Team e entitled to do so.

Section 5.7.
The resignation or suspension of any member shall not relieve him or her from the payment of any obligation due the Congregation at the time of resignation or suspension.

Section 5.8.
A member shall be entitled to all the rights and privileges of membership, and shall be entitled to vote at all meetings of members, subject to the provisions of Article 5, Section 2.

Section 5.9.
Membership shall not be transferable.

ARTICLE NO. 6 – LEADERSHIP TEAM

Section 6.1.
The Leadership Team shall be responsible for the general management of the affairs of the Congregation in keeping with the Congregation’s policies. The Leadership Team shall perform all of the legal obligations of a board of directors pursuant to all applicable corporate statutes. No member of the Leadership Team shall be entitled to compensation for its services, save and except for out-of-pocket expenses that are incurred for the direct benefit of the Congregation.

Section 6.2.
The Leadership Team may borrow money on the credit of the Congregation, and may charge, mortgage, or pledge all or any of the real or personal property of the Congregation, including book debts, rights, powers and undertakings, to secure any money borrowed, or other debts, or any other obligation or liability of the Congregation.

Section 6.3.

  1. The membership of the Congregation at its annual general meeting shall elect the members of the Leadership Team. The Leadership Team by a two-thirds majority of votes cast at any annual general meeting may be entitled to change the membership of the Leadership Team to any number between eight (8) and fourteen (14) members.
     
  2. The Leadership Team shall elect officers for purposes of conducting the corporate, legal and financial affairs of the Congregation which shall include a Chair. The term of office for the officers elected by the Leadership Team shall be one (1) year.
     

Section 6.4.
The Congregation shall elect, as the Leadership terms expire, one half of the Leadership Team for a term of two (2) years. Members of the Leadership Team can serve for up to three (3) successive two (2) year terms. The Leadership Team members elected at the Congregation’s first annual general meeting for a one (1) year term can serve for up to three (3) additional successive terms of two (2) years each.

Section 6.5.
A simple majority (51%) of the Leadership Team shall form a quorum. All decisions of the Leadership Team shall be made by a simple majority of the members of the Leadership Team who are present at a meeting of the Leadership Team. In the event of a tie, the Chair shall cast the tie-breaking vote.

Section 6.6.
The Leadership Team shall meet a minimum of six (6) times each year, with an elapsed period of no more than ninety (90)   days between two (2) successive meetings.

Section 6.7.
The Chair may call a meeting of the Leadership Team at any time. In addition, the Chair must call a meeting of the Leadership Team when so petitioned in writing by five (5) members of the Leadership Team. In the absence of the Chair, if no delegate of the Chair is available, any five (5) members of the Leadership Team may call a meeting of the Leadership Team.

Section 6.8.
Notice of such meeting shall be provided by e-mail or phone to each member of the Leadership Team at his or her last e-mail address or phone number on record, not less than five (5) days before the time of such meeting. A meeting of the Leadership Team may be held without formal notice if all the members of the Leadership Team are present thereat, or if those absent waive notice of such meeting and signify their consent thereto in writing.

Section 6.9.
Members of the Leadership Team shall retain office for two (2) years (except as provided under Article No.6, Section 4) or until their successors are elected, whichever last occurs. Provided that if one or more elected Leadership Team members shall die, resign, or become disqualified while holding office, the Leadership Team remaining, by resolution duly passed at any meeting of the Leadership Team, may elect or appoint a Leadership Team member or member(s) to fill such vacancy or vacancies, until the next annual meeting of the Congregation at which elections for the vacancy or vacancies would ordinarily be held. The period of time served by a member of the Leadership Team elected or appointed pursuant to this Section to fill a vacancy shall not be considered for the purpose of Section 4 of this Article 6, and such member shall, notwithstanding his or her election or appointment to fill a vacancy as aforesaid, be entitled to serve three (3) full successive two (2) year terms.

Section 6.10.
Members of the Leadership Team are required to be Jewish as defined by the Reform Rabbis of Greater Toronto and members in good standing of the Congregation.

Section 6.11.
Members serving on the Leadership Team must meet the requirements of the Congregation’s Directors and Officers Insurance as stipulated in that policy.

Section 6.12.
Should any disagreement arise among the Leadership Team regarding the procedure to be followed at its meetings, the Leadership Team shall be governed by Bourinot’s Rules of Order and a copy of same shall be provided by the Secretary for use at any meeting where such a disagreement arises.

Section 6.13.
The members of the Congregation may, by a resolution passed by at least two-thirds of the votes cast at a meeting of which notice specifying the intention to pass such a resolution has been given, remove any member of the Leadership Team before the expiration of his or her term of office and may, by a majority of the votes cast at that meeting, elect any person in his or her stead for the remainder of his or her term.

ARTICLE NO. 7 – OFFICERS

Section 7.1.
The Leadership Team shall elect officers from within the Leadership Team’s membership by a majority vote of the Leadership Team. Voting will take place by the Leadership Team immediately following any annual meeting of the Congregation where one or more officer’s terms has expired. The officers of the congregation shall include a Chair.

Section 7.2.
The duties of the Chair shall be to act as chairman at all Congregation and Leadership Team meetings, to call special meetings, and to perform all other duties incidental to the office. In addition, he or she shall report to the Congregation at its annual meeting, as to the state of affairs of the Congregation.

Section 7.3.
The Chair may delegate any of his or her duties and responsibilities to another officer of the Leadership Team. In the absence of the Chair, if no delegate is available, another officer of the Leadership Team selected by the Leadership Team shall assume all of the duties and responsibilities incumbent upon the Chair.

Section 7.4.
The Treasurer or such other officer as determined by the Leadership Team shall:

  1. Supervise the receipt of all money belonging to the Congregation, and the issuing of receipts therefore; all such money shall be deposited in the name of the Congregation in such bank or banks as the Leadership Team may direct.
  2. Pay all orders approved by the Leadership Team drawn upon funds in his or her hands, provided however that all cheques shall be signed by signing officers as set out in Article No. 10.
  3. Make quarterly reports to the Leadership Team on the condition of the treasury; present the financial report prepared by the Congregation’s accountants at the first general meeting as required by law after the end of the fiscal year; and prepare the annual budget and submit it to the Leadership Team for approval.
  4. Perform such other duties as his or her office demands or as instructed by the Leadership Team.
  5. At the expiration of his or her term deliver to his or her successor, when duly qualified, all money and other properties of the Congregation in his or her custody; a statement of his or her accounts prepared by a qualified accounting professional; and all books and papers pertaining to his or her office.
     

Section 7.5.
The Secretary or such other officer as determined by the Leadership Team shall:

  1. Summon all meetings whenever directed so to do, according to these by-laws.
  2. Attend all meetings, read the minutes, reports, communications, and keep or cause to be kept accurate minutes of all proceedings at all such meetings in books kept for that purpose.
  3. Have the books and correspondence at the disposal of the officers or members of the Leadership Team, whenever requested.
  4. At the expiration of the term, deliver to the successor, when duly qualified, all books and records pertaining to the office.

 

Section 7. 6.
In the event that one or more of the offices of the Leadership Team shall be or become  vacant by reason of death, resignation, disqualification or otherwise, the Leadership Team remaining, by resolution duly passed at any meeting of the Leadership Team, may elect an officer or officers to fill such vacancy or vacancies until the next annual meeting of the Congregation at which elections for the vacancy or vacancies would ordinarily be held.

Section 7.7.
The Leadership Team may, by a resolution passed by at least two-thirds of the votes cast at a meeting of the Leadership Team of which notice specifying the intention to pass such a resolution has been given, remove any officer before the expiration of his or her term of office and may, by a majority of the votes cast at that meeting, elect any person in his or her stead for the remainder of his or her term.

Director Appointments Between Annual General Meetings

Section 7.9.
Where a vacancy exists on the Leadership Team the LT may appoint a maximum of one new director between AGMs under the following circumstances:

  1. an unexpected need arises for a director with a particular skill set and the LT believes that an appointment is necessary in order for the LT to carry out its duties and responsibilities;

OR

  1. a candidate with exceptional skills is recruited to fill an officer role, and that candidate was not identified during the nominations process immediately preceding their appointment;

OR

  1. a candidate with exceptional skills that was interviewed and vetted during the nominations process and was not able to accept an appointment at that time due to unforeseen circumstances becomes available.
     

Section 7.10.
Where sections 7.9 (1) or (b) are triggered, the LT will conduct a nominations process similar to that which was completed for the AGM immediately preceding said appointment. If possible, the same LT and congregant members will be recruited to conduct this process.

Section 7.11.
The appointment of a director under section 7.9 must be presented for ratification by the membership at the AGM immediately following said appointment. The term of that director will begin at that AGM is their appointment is approved.  

ARTICLE NO. 8 – MEETINGS OF THE MEMBERS

Section 8.1.
The annual general meeting of the Congregation shall be held in November or December of each year, at such time and on such days as shall be designated by the Leadership Team, and at such meeting(s) the annual election of Leadership Team members shall take place, and the report of each of the Chair and the Treasurer, or such other officer as determined by the Leadership Team under Article 7, Section 4, shall be received.

Section 8.2
Ten (10) percent of voting members shall constitute a quorum at any meeting of the Congregation.

Section 8.3. 
A meeting of the members of the Congregation may be formally called by the Chair at any convenient place within the City of Toronto.

Section 8.4.
Notice of such meeting shall be by e-mail or mail to each member of the Congregation at least forty (40) days before the meeting is to take place and/or shall be published in two (2) successive issues of the Congregation’s website bulletin. If mailed, the first notice shall be mailed at least forty (40) days before the meeting is to take place. Such notice shall be deemed to have been given on being mailed to the last known address of the member as it appears on the records of the Congregation.

Section 8.5.
The Chair shall call a special general or general meeting of the members of the Congregation when required so to do by:

  1. The Leadership Team, or
  2. At least twenty (20) per cent of members in good standing, who by requisition in writing, request the calling of such meeting; and in addition if the Chair does not set a date for such meeting and notice thereof is not given by the Chair within ten (10) days thereafter, then the Leadership Team or the said twenty (20) percent of members, may themselves call and convene such meeting. The same notice shall be given for the calling of such meeting as if called by the Chair.
     

Section 8.6.
The procedure at meetings shall be governed by Bourinot’s Rules of Order in the event of a dispute regarding the conduct of a meeting by any member present and a copy of same shall be provided by the Secretary for use at each meeting.

Section 8.7.
Members in good standing may vote by proxy. The Leadership Team shall be entitled to specify terms and conditions governing the form and the use of proxies including, without limitation, deadlines for delivery of proxies to be used at any particular meeting.

Section 8.8.
Members nominated to serve on the Leadership Team must meet the requirements of the Congregation’s Directors and Officers Insurance as stipulated in that policy. 

ARTICLE NO. 9 – ELECTIONS AND VOTING

Section 9.1.
Election of members of the Leadership Team shall be by secret ballot. The Chair will appoint two (2) scrutineers to count and certify the vote.

Section 9.2
Any member otherwise eligible in accordance with these by-laws may be nominated by the Leadership Team for election as a member of the Leadership Team.

Section 9.5.
Any member otherwise eligible in accordance with these by-laws may be nominated for election as a member of the Leadership Team by independent nomination. Such nomination shall be signed by at least twelve (12) members of the Congregation in good standing and such nomination, together with the written consent of the person so nominated, shall be filed with the Congregation’s administrator at least twenty-one (21) days before the date fixed for the annual general meeting. Any person so nominated shall be referred to as an independent nominee. Notice of the nomination of any independent nominee shall be given by mail, e-mail or by publishing the same in at least one (1) issue of the Congregation’s bulletin/newsletter on the Congregation’s website prior to the date fixed for the annual general meeting. In the event there shall be any independent nominees, there will be an election among the nominees nominated by the Leadership Team and the Independent nominees. For clarity, no independent nominations for the Leadership Team shall be made at any annual general meeting, other than through the process set out in this section.

ARTICLE NO. 10 – SIGNING POWERS

Section 10.1.
Any two of the officers of the Leadership Team, or such persons as may be authorized by resolution of the Leadership Team from time to time, shall have power to sign deeds, contracts and agreements on behalf of the Congregation and to sign all documents required to be signed by the Congregation from time to time.

Section 10.2
Any two of the officers of the Leadership Team, or such other individual as expressly appointed by a majority of the Leadership Team shall be authorized to sign all banking documents required by the bankers for the Congregation.

ARTICLE NO. 11 – RABBIS

Section 11.1.
The Congregation’s most senior Rabbi shall be the marah d’atara and ex-officio member of the Congregation and of the Leadership Team, but shall not be entitled to vote and shall not be counted toward the quorum.

ARTICLE NO. 12 – AUDITOR

Section 12.1.
The Leadership Team shall nominate and the members shall elect an auditor to prepare annual financial statements for the Congregation and where required by law, to act as auditor for the Congregation.

ARTICLE NO. 13 – TASK FORCES

Section 13.1.
There shall be various task forces designated by the Leadership Team to serve the Congregation from time to time and the role and reporting arrangements for each task force shall be determined by the Leadership Team in consultation with the Rabbi from time to time.

Section 13.2.
The chairperson of each task force that is designated by the Leadership Team shall be appointed by the Leadership  Team from within the Congregation’s membership and members of task forces shall serve at the pleasure of the Leadership Team.

ARTICLE NO. 14 – AMENDMENTS 

Section 14.1.
The Constitution and by-laws of the Congregation shall not be altered or amended except by a two-thirds majority vote of the voting members of the Congregation present at an annual, special or general meeting of the members called in accordance with Article 8.

ARTICLE NO. 15 – STANDARDS

Section 15.1.
The Leadership Team shall establish operating standards as required from time to time in respect of the activities of the Congregation as the Leadership Team deems appropriate

Section 15.2.
Copies of these standards shall be prepared and made available to any member of the Congregation upon request.

ARTICLE NO. 16 – FISCAL YEAR

Section 16.1
The fiscal year of the Congregation shall end on the 30th day of June of each year. 

ARTICLE NO. 17 – PERSONAL LIABILITY

Section 17.1.
Every member of the Leadership Team and every officer of the Leadership team and his or her heirs, executors, administrators and other legal personal representatives shall, from time to time and at all times, be indemnified and saved harmless by the Congregation, including every member of the Congregation, from and against:

  1. Any liability and all costs, charges and expenses that he or she sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him or her for or in respect of the execution of the duties of his or her office; and
  2. All other costs, charges and expenses that he or she sustains or incurs in respect of the affairs of the Congregation;
     

Provided that no member of the Leadership Team or officer of the Leadership Team shall be indemnified by it in respect of any liability, costs, charges or expenses that he or she sustains or incurs in or about any action, suit or other proceeding as a result of which he or she is adjudged to be in breach of any duty or responsibility imposed upon him under the Corporations Act (Ontario) or under any other statute unless, in an action brought against him or her in his or her capacity as member of the Leadership Team or officer of the Leadership Team he or she has achieved complete or substantial success as a defendant.

Section 17.2.
The Congregation shall purchase and maintain such insurance for the benefit of its Leadership Team, including its officers, as the Leadership Team may from time to time determine and in this regard, the Leadership Team shall be deemed to be the directors for the Congregation and the officers of the Leadership Team shall be deemed to be officers of the Congregation.

Wed, June 23 2021 13 Tammuz 5781