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CONSTITUTION OF THE BETH JACOB CONGREGATION, KITCHENER,PROPOSED GENERAL BY-LAW NO. 1

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ONTARIOINTRODUCTION

The purpose of this Constitution is to enable the administration,business and activity of the Beth Jacob Congregation to function smoothlywithin the framework and pattern of its aims, purposes and objects as moreparticularly hereinafter set out. The Constitution sets out the rules,regulations and procedures which shall govern the deliberations of themembers and their appointed and/or elected representatives, their decisionsand policies and the operation and welfare of the Congregation.

PREAMBLEIn recognition of the fact that the intention of the founders of the

Beth Jacob Congregation was to establish a modern Orthodox Jewish House ofWorship to minister to the religious, spiritual. cultural and educationalneeds of its membership; and being cognizant of the success which such aphilosophy has enabled this Congregation to achieve since 1903, we shallcontinue to preserve this concept and maintain a House of Worship whichwill reflect the dignity and beauty of this reasoned doctrine.

It shall therefore be the ultimate goal of our Congregation toafford the membership every opportunity to study Judaism and fulfillthemselves as Jews. We shall instruct the observance of all Torah mitzvotwith special emphasis in KASHRUT, SHABBAT, Synagogue attendance and theinstruction of Torah for our children and families.

ARTICLE INAME

This Congregation shall be known as Beth Jacob Congregation.HEAD OFFICE

The head office of the Congregation shall be located at the premisesmunicipally known as the City of Kitchener, in the Province of Ontario, orat such other location as the members, as hereinafter defined, may fromtime to time detennine.SEAL

The corporate seal of the Congregation shall have impressed thereonthe words "Beth Jacob of Kitchener" and the seal impressed in the margin ofthis General By-law is hereby adopted as the corporate seal of theCongregation.FISCAL YEAR

The fiscal year of the congregation shalt corrmence on October:5 and __concludeon October 14, the following year.

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ARTICLE 11OBJECTS

The objects of the Congregation shall be as follows:1. To maintain a Congregation for the purpose of conducting a modern

Orthodox Synagogue in keeping with the dictates of HALACHAH.2. To provide, conduct, associate itself with or support schools for

instructio~ in Hebrew, Jewish relisious studies, traditions,language, literature, history of the Jewish people and such othersubjects that will minister to the religious, spiritual, educationaland cultural needs of the Jewish people.

3. To maintain within the Synagqgue a centre for the cultivation ofJewish thought and action and to foster and encourage theorganization of social, cultural and educational groups among themembers of the Congregation and their children and the Jewishcommunity as a whole for the purpose of the continual development ofJewi sh cul ture.

4. To maintain a cemetery or provide or arrange for burial facilitiesfor the members of the Congregation and their families all inaccordance with the dictates of HALACHAH.

5. To keep members informed of activities of the Synagogue and of thestate of Jewish life in Israel and the Diaspora.

RELIGIOUS PRACTICE AT BETHJACOB CONGREGATION-1. INTERPRETATION OF TORAH LAW AND OBSERVANCE OF SABBATH AND HOLY DAYS

A. All questions relating to the interpretation of Torah Law,(including, but without limiting the generality of the foregoing, theconduct of congregational services, Kashruth, the observance of the Sabbathand .all other Holy Days and all other matters treated in the ShulchanAruch) shall be determined by the Religious Committee of the Congregationafter consultation with the Rabbi of the Congregation, provided that thefinal authority on such questions shall reside with the Rabbi.

B. An appeal against the ruling of the Rabbi may be made by theExecutive Committee or by a majority of members represented at a General

'Meeting and numbering no less than 75% of the total membership. ThePresident shall thereupon refer the controversy to the Law Committee of theRabbinical Council of America and their decision shall be consideredbinding.

C. The laws relating to the Sabbath and Holy Days shall be strictlyand scrupulously observed on the property of the Congregation.

2. SERVICESA. All services shall be conducted according .to the traditional

Olthodox Ashkenazic Minhag.B. The appropriate Torah portion and Haftorah shall be read in

their entirety.

A. All members of the K1ei Kodesh of the Congregation shall beorthodox in phil osophy.

B. The Rabbi shall have Semicha (Ordination) from a recognizedRabbinical College.

ARTICLE IIIMEMBERSHIP

A. ELEGIBILITY FOR MEMBERSHIP IN THE CONGREGATION1.. Membershi p in the Congregati on shall be by the way of "family

unit" and for the purposes of thi s general by-law, the termIIfamily unit" shall have the following meaning:

(i) A husband and wife and their dependant children,if any;

(ii) A widower or widow and his or her dependant children,if any:

(i;;) An unmarried male a. female person and his or herdependant children, '.f any;

(iv) A legally separated person and his or her dependant'children, if any;

(v) A husband or wife, who is a member of the Jewish faithand any dependant_children who are members of theJewi sh faithe

2. Page 3, Section A. A new clause allowing for out-of-townmembership.A family unit or a part of a family unit, which is a memberin good standing, moving out of the Regional Municipal~ty of\oIaterloois entitled to apply for out-of-town nember shtp ,

A11 references to members hereunto found, sha11 be understood to mean,members in good standing who have paid their membership assessment and areup to date on their building fund committment or are not more than threem~nths in arrears from the date of any assessment.

2. A family unit, as described in section AI, shall be entitled toapply for membership in the Congregation only if the members of thefamily unit are all Halachically Jewish and, all members of thefamily unit other than dependant children shall have undertaken toabide by the Letters Patent, Supp lementary Letters Patent, 8y-1 aws,rules and regulations of the Corlgregation and any amendmentsthereto.

3. All family uni ts who were member's in good standi ng of theCongregation immediately prior to the passage of this general by-lawshall become members of the Conglregation upon the passage of thi sgeneral by-law.

4. For the purposes of thi s par aqraph , a "dependant chi1d" shall mean achild of a member of a family unit who 1s under 21 and unmarried ora full-time student.

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B. APPLICATION FOR MEMBERSHIPApplication for membership in the Congregation shall be made in

writing on such forms as is prescribed from time to time by the ExecutiveCommittee of the Congregation. Such application shall be first submittedto a Subcommittee of the Religious Committee of which the Rabbi shall bethe Chairman, and if approved by such Subcommittee, to the MembershipCommittee who shall either approve or reject the application.

C. SUSPENSION OR EXPULSION FROM MEMBERSHIP1. The Executive COI1I11ittee by a vote of 7Sf, of the total

Executive Comm•. may suspend or withdraw the congregationalrights and privileges of a family unit which fails to pay to theCongregation dues, fees, assessments or other indebtedness andwhich is in arrears for more than one (1' year provided thatwritten notice of the time and place of the meeting at which theExecutive Committee intends to consider the suspension orwithdrawal of such rights and the entitlement of a member of thefamily unit to be present and heard thereat is mailed to suchfamily unit by registered mail at least seven (7) days prior tothe date such meeting is to Le ,held. Thi s matter may bereviewed from time-to-time b)· ~e Executive Committee.

2. The Executive Committee may, by a vote of seventy~five percent(75~) of the total Exec u ti lie Committeemay. . . suspend or expel any family unit or member thereof

who is guilty of conduct unbecoming to membership in theCongregation or contrary to the standard of good citizenship inthe Jewish community, provided that written notice of the timeand place of such meeting and the entitlement of the member ofthe family unit to be present and heard thereat, is posted byregistered mai17 to such member at least seven (7) days prior tothe date such meeting is to be held. Charges of such allegedconduct shall be lodged in writing with the President of theCongregation. The President (together with the Vice-President,if he so desires) shall consider the complaint and then shallinterview the family unit member who is the subject of suchcomplaint and in the event that it is decided that there aresufficient grounds for such charges, the complaint shall bepresented to the Executive Committee.

D. MEETINGS OF THE MEMBERS1. At least one general meeting of the Congregation shall be held

in each year. The Annual General Meeting shall be held on suchdate as may be designated by the Executive Committee but in noevent later than the 30th day of June in each year. Such dateshall be designated at least 45 days in advance.

2. Each family unit shall be entitled to one (1) vote at anygeneral meeting of the Congregation, provid~d, however, thatonly family units in good standing shall be entitled to exercisesuch vote.

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3. (i) A special general meeting of the members of theCongregation may be calledby the President or in his absence by the Vice-Presidentwhenever they shall deem necessary.by the President or in his absence by the Vice-Presidentupon requisition in writing of at least twenty per cent(20~) of the members of the Congregation who are in goodstand; ng sett';ng forth the purpose of the meeti ng.

(it ): The Annual General Meeting shall be called by .thePresident and notice and agenda thereof shall bedel ivered or mal 1ed to each member of the Congregati on no1ess than twenty-five (25) days prior to the date onwhich such me!eting is to be held.

(iii) Except as otherwise provided herein, notices of meetingsof the Congregati on shall be del; vered or mai 1ed to eachmember not less than fifteen (15) days before the meetingt s to take place.

Page 5, Section 3(iv). Revised underlinedTen percent (lO~) of the membership of the Congregation ortwenty-flve (25) members thereof in good standing,whichever is greater, shall constitute a Quorum for ageneral meeting of the membe'~:Df the Congregation.

(v) The agenda fot the Annual General Meeting shall includethe followi ng:(A) Approval of the minutes of the last Annual GeneralMeeting.(B) Business arising out of the minutes.(C) The President's report.(0) Reading of correspondence and other communications.(E) Presentation of the annual financial statements.(F) Committee reports.(G) DiscussiOn of matters affecting the welfare of the

Congregati on.(H) Election of the Executive Committee.

(vi) A meeting of the Executive Committee shall be convened atleast ten (lO) days prior to the mailing of the noticeand agenda of the General Meeting of the members for thepurpose of approving the agenda for the forthcomingGeneral Meeting. The approval of such agenda shallrequire only the vote of a majority of members present atthe meeting of the Executive Committee called for suchpurpose.Any member may ask the Executive Committee to considerother agenda items prior to the approval of such agenda.

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(vii) No matter shall be permitted to be raised at a GeneralMeeting of the members unless the same ;s on the agendaor is permitted by the Chairman of the meeting at themeeting.

4. Upon his obtaining the consent of the President, a member of afamily unit may attend any meeting of the Executive Committeeand upon obtaining the consent of the relevant CommitteeChairman, may attend any committee meeting, but unless he is amember of the Executive Committee he shall not be entitled toparticipate in an Executive Committee Meeting except upon theinvitation of the Vice-President, and shall not be entitled tovote thereat and, in the case of a committee meeting, unless heis a member of that particular committee, he shall not beentitled to participate except upon the invitation of theCommi ttee Chairman and he sha11 not be enti tled to vote thereat.As far as possible, interested members of family units should bemade welcome at all meetings.

ARTICLE IVADMINISTRATION

A. ELIGIBILITY OF WOMEN TO BE OFFICERS AND CHAIRMEN OF COMMITTEESWomen shall be eligible to serve as Senior Officers, chair allCommittees and serve as members on all committees. Notwithstandingthe above, women shall be ineligible to serve as President, VicePresident, Gabbai, Religious and Cemetery Chairmen.

B. EXECUTIVE COMMITTEE1. Membership of the Executive Committee

(a) Subject to the provisions of this General By-law theExecutive Committee shall consist of:

all Officers, plus11 members at large.

(b) Any member of a family unit who is over the age oftwenty-one years and not a dependant child shall beel igible for election or appointment to the ExecutiveCommittee.

(c) The number of women who shall to serve on the ExecutiveCommittee as a result of their election or appointmentthereto shall be limited to 30% of the number of members ofthe Executive Committee to be elected by the Congregation.

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2. Vacancies on the Executive CommitteeIn the event of a vacancy on the Executive Committee through

death, resignation or otherwise, the President shall fill any such vacancyin the following manner:

(a) He shall appoint a qualified member who shall assume officeupon approval by a majority of the Executive memberspresent at the meeting.

(b) If such person was a member of the Executive Committeedesignated by the Executive of the Sisterhood, by suchmember in good standing as may be designated bysuch organization.

3. Duties and Functions of the Executive Committee(a) The Executive Committee shall set the policies and

objectives with respect to the administration of theaffairs and assets of the Congregation within thelimitation set out in this general by-law.

(b) The Executive Committee shall receive recommendations fromthe various Committees of the Congregation.

(c) The Executive Committee may borrow and/or expend money fromtime to time on behalf of the Congregation upon such termsand upon such security as shall be specified by theExecutive Committee and do all such acts and thingsnecessary for that purpose.

(d) The Executive Committee shall not approve any contract,undertaking, engagement or obligation on behalf of theCongregation for a term exceeding three (3) years (exceptwhere the same relates to the leasing or purchasing offurnishings or equipment and provided that the liability ofthe Congregation in relation thereto does not exceed$10,000.00), unless it has received the prior approval ofthe Congregation at a general meeting or special generalmeeting called for that purpose. In the event where, inthe opinion of the Senior Officers, it would be harmful towait for the next General Meeting or to call a SpecialGeneral Meeting, the Executive Committee is obliged to actin the best interests of the Congregation.

(e) Subject to what is hereinafter set out, provided he shallact in good faith, every member of the Executive Committeeand any Officer of the Congregation, their heirs,executors, administrators and other legal personalrepresentati yes shall from time to time be indemnifi ed andsaved harmless by the Congregation from and against:

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(i) Any liability and all costs, charges and expensesthat he sustains or incurs in respect of any action,suit or proceeding as proposed or commenced againsthim for or in respect of anything done or permittedby him in respect of the execution of the duties ofhis office;

(ii) All other costs, charges and expenses that hesustains or incurs in respect of the affairs of theCongregation in the conduct of his responsibility tothe Congregation and with the approval of theExecutive Committee:

Notwithstanding the foregoing, no member of the ExecutiveCommittee or any officer of the Congregation shall beindemnified by the Congregation in respect of anyliability, costs, charges or expenses which he sustains orincurs in or about any action, suit or proceeding as aresult of which he is adjudged to be in breach of any dutyor responsibility imposed upon him under The CorporationsAct of Ontario or any other applicable law or the LettersPatent, Supplementary Letters Patent and/or the By-laws ofthe Congregation, unless in an action brought against himin his capacity as a member of the Executive or Officer ofthe Congregation, he has achieved complete or substantialsuccess as a defendant;(iil) Any liability and all costs, charges and expenses

tnat he sustains or incurs in respect of anyguarantee or indemnity given on behalf of theCongregation at the request of the Congregation andwithout limiting the generality of the foregoing inrespect to the financing of the Congregationalproperty, building, furnishings and/or equipment.

(f) The Executive Committee, subject to the terms andprovisions of this General By-law, in addition to the otherpowers herein specifically provided for, shall generallyformulate, and control the affairs of the Congregation.

;;f- 4. Removal from the Executive Committee(a) Any member of the Executive Committee who absents himself

from three consecutive meetings, without reasonable cause,shall automatically cease to be a member of the ExecutiveCommittee. It is the obligation of such member to advisethe Chairman of the Executive Committee in writing as tothe reason for his absence and the Chairman shall determinewhether or not such member should be recommended forreinstatement to the Executive COl1111ittee.Reinstatementshall require the affirmative vote of a majority of theExecuti ve C.'mmittee present and voti ng at the Executi veCommittee meeting at which such reinstatement isconsidered.

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(b) The Executive Committee may, by a vote of seventy-five(75~) of the total Executive Committeecalled for such purpose, suspend or dispel any member ofthe Executive Committee who is guilty of conduct unbecomingto membership on the Executive Committee or contrary to thestandard of good citizenship in the Jewish community,provided that written notice of the time and place of suchmeeting and the member's entitlement to be present andheard thereat, is mailed to such member at least seven (7)days prior to the date such meeting is to be held. Chargesof such alleged conduct shall be lodged in writing with thePresident of the Congregation. The President (togetherwith the Vice-President, if he so desires) shall considerthe complaint and then shall interview the member who isthe subject of such~complaint and in the event that it isdecided that there are sufficient grounds for such charges,the complaint shall be presented to the ExecutiveCommi ttee.

5. Meetings, Notices and Quorums(a) Nine (9) members of the Executive Committee shall

constitute a quorum for any meeting thereof.(b) The Vice-President shall be the Chairman of the Executive

Committee and may, at any time, summon a meeting of theExecutive Committee or a meeting of the Executive Committeeshall be called by the Chairman of the Executive Committeeat any time upon the written request of at least five (5)members of the Executive Committee.

(c) Notices of meetings shall specify the purpose of suchmeetings, shall set out the agenda of. such meetings andshall be delivered or mailed to each member of theExecutive Committee not less than seven (7) days beforethe meeting is to take place, but in the case of a specialemergency the Chairman of the Executive Committee or thePresident may call such a meeting on shorter notice and thenotice and purpose of such meeting may be given bytelephone. Such notice given other than by telephone shallbe deemed to have been given either on being delivered oron being mailed to the last known address of such member asappears in the records of the Congregation; provided thatany meeting of the Executive Committee may be held withoutnotice at any time or place in the Regional Municipality ofWaterloo if all members of the Executive Committee who arepresent thereat and those absent waive notice of themeeting or signify their consent thereto in writing.

(d) The Executive Committee shall meet at least five timesduring the fiscal year of the Congregation for th~transaction of business at such times as the Chai rman ofthe Executive Committee may determine subject to theprovisions of subparagraph (b) of this paragraph 5.

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(e) The Chairman of the Executive Committee shall preside atall meetings of the Executive Committee and, in hisabsence, the President of the Congregation and, in hisabsence, any other senior officer of the Congregation shallpreside at meetings of the Executive Committee.

C. T.HE OFFICERS1. Composi tion

The Past President, the President (who shall be Chairman), theVice President, ·the Secretary, the Treasurer, the FinanceChairman, the Religious Chairman, the Education Chairman, theRepresentative from Sisterhood provided, however, that thePresident may invite any other committee Chairman with theapproval of the majority of the Officers present at a meeting socalled and any member of the Congregation to attend a specificmeeting.

2. Duties and Functions(a) To formulate policies of the Congregation and to initiate

programmes and activities or make recommendations inrel ation thereto for submi ssion to the Executive Committeeor the relevant Committee.

(b) Subject to the provisions of this General By-law (and inparticular any such provisions requiring such functions tobe performed by another committee) and subject to theapproval of the Executive Committee, to engage persons whomay be required in the services of the Congregation and toremove them, and to define and direct their respectiveduties from time to time and to fix their salaries •

.,(c) In emergency situations relating to the synagogue, building

and or equipment, the Officers may expend such sums as amajority of the members of the Officers may deemnecessary.

(d) The Officers are responsible' for the day to day operationand function of the Synagogue.

3. Meetings and QuorumThe Officers shall convene at the request of the President or inhis absence the Vice President for the purpose of dealing withany business of the Congregation which requires its'consideration. A quorum of the Officers shall be constituted bya majority of the Officers.

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D. SENIOR OFFICERS OF THE CONGREGATION - THEIR DUTIES AND OBLIGATIONS1. QUALIFICATIONS

(a) PresidentNo person shall be eligible for election to theposition of President unless he has served as an Officerfor at least three years.

(b) Qualifications of Remaining Senior OfficersExcluding Parnas and Gabbai

No person shall be eligible for election as an Officerunless he has served on the Executive Committee for threeyears. Notwithstanding, the representative fromSisterhood need not have served on the ExecutiveComnittee.Three years experience on the Executive prior to this newBy-law will qualify a member to stand for election orappointment as an Officer.

(c) Parnas and GabbaiThe Parnas and Gabbai shall be eligible for office onlyif he expresses respect for the traditional laws of theSabbath and Kashruth in accordance with the tenets oftraditional Orthodox Judaism.

2. Senior Officers(a) President

The President shall call and preside at all generalmeetings of the Congregation and of the Officers andshall have the casting vote in the event of a tie exceptin the case of election of officers.He shall submit a report of the activities of theCongregation and of the Executive Committee at the annualmeeting of the Congregation.He shall be an ex-officio member of all standingCorrmittees.When called upon to do so, he or such person as may bedesignated by him shall represent the Congregation inmatters pertaining to the welfare of the Congregation andor the Jewish community.He shall exercise general supervision of all the affairsof the Congregation.

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(b) Vice-PresidentThe Vice-President shall be the Chairman of the ExecutiveCommittee and shall call meetings of the ExecutiveCommittee and shall preside thereat.

(c) Secreta ryThe Secretary shall give or cause to be given all noticesrequired to be given to members of the Congregation andto members of the Executive Committee and the Officers.The Secretary shall attend all meetings of the members ofthe Congregation and of the Executive Committee and theOfficers and shall enter or cause to be entered in bookskept for that purpose, minutes for all proceedings atsuch meetings. He shall keep or cause to be kept thecorporate seal of the Congregation and all books, papers,records, documents and other instruments belonging to theCongregation and he shall perform such other duties asmay from time to time be prescribed by the ExecutiveCommittee and shall consult with the legal Counsel of theCongregation as to the proper discharge of his duties andfunctions.

(d) . TreasurerThe Treasurer shall supervise the receipt and disburse-ment of all monies of the Congregation. Monies shall bedeposited in the name of the Congregation in such bank asthe Executive Committee of the Congregation may designatefrom time to time.It shall be the Treasurer's responsibility to ensure thatproper books of account are kept and that entries of allsuch matters, transactions and things as are usuallywritten and entered in books of account for synagoguesare duly made therein.All financial records and securities belonging to andconcerning the Congregation shall be kept at the officeof the Congregation and/or in a Safe Deposit Box rentedby it under the supervision of the Treasurer.Any member in good standing of the Congregation whorequests in writing with reasons to the Treasurer shallhave access to the books and records of the Congregation,and shall have the right to inspect and examine them andto make extracts therefrom at all reasonable times whenthe synagogue office is normally open or at any otherreasonable time at the convenience of the Treasurerexcept for confidential, personal, and financialinformation concerning individual members.

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The Treasurer shall submit such reports as may from timeto time be requested of him by the Officers or theExecutive Committee of the Congregation.

(e) Gabbai and ParnasThe Parnas shall be Chairman of the Religious Committeeand in charge of all religious services subject to therules and regulations promulgated from time to time bythe Religeous Committee and Executive Committee.The Gabbai shall assist the Parnas in the performance ofSynagogue duties and in his absence the Gabbai shallhimself carry out such duties.

E. NOMINATIONS AND ELECTIONS(a) The 18 members of the Executive Committee of the Congregation

who are to be elected (herein referred to as the ElectedMembers) shall be elected and shall retire annually. At theAnnual General meeting of the members for the election of theExecutive Committee which shall take place after the passageof this By-law, the candidates elected to the ExecutiveCommittee shall be elected to hold office for a term of oneyear from the date of their election or until the next AnnualGeneral meeting after such date. Thereafter at each AnnualGeneral Meeting members shall be elected to fill thepositions of those members of the Executive Committee whoseterm of office has expired and each member so elected shallhold office for a term of one year or until the next AnnualGeneral Meeting after their election.

(b) At least 55 days prior to the Annual General Meeting in eachyear, the Chairman and members of the Nominating Committeeshall be appointed by the President, and consist of: thePast President, President, Vice-President and one member ofthe Executive Committee.

(c) The Nominating Committee shall then prepare a list ofcandidates which it recommends to stand for election asmembers of the Executive Committee of the Congregation andshall submit such list to the Executive Committee no laterthan 25 days after appointment who shall determine whethereach of such candidates if legally qualified to stand forelection in accordance with the by-laws of the Congregation.No candidate who in the opinion of the Chairman of theExecutive Committee is not legally qualified may be nominatedby the Nominating Committee to stand for election.

(d) Under the supervision of the Secretary the list of candidatesshall be mailed to all members of th~ Congregation no laterthan 25 days prior to the Annual General Meeting,accompanied by instructions as to the manner in whichadditional candidates may be nominated.

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(e) Additional candidates may be nominated (but only if they arelegally qualified to stand for election) by a petition inwriting proposed by 5 members in good standing of theCongregation and containing a statement by such candidateindicating his willingness to stand for election no laterthan 7 days after the mailing of the list of candidates.

(f) The Secretary shall mail or cause to be mailed, a final listof all nominees arranged in alphabetical order to all membersof the Congregation no later than 25 days prior to the AnnualGeneral Meeting of the Congregation at which such nomineesare to stand for election.

(g) At the General Meeting of the Congregation, a ballotcontaining a list of the nominees other than the SeniorOfficers arranged in alphabetical order and a ballotcontaining the names of Senior Officers by position (exceptGabbai) shall be given to each member present and entitled tovote.

(h) The Nominating Committee shall appoint 2 scrutineers whoshall have charge of issuing and counting the ballots. Nocandidate for office may act as a scrutineer.

(.t ) "Election of the Executive Conmi ttee shall be by secret ball atand subject to the provisions of paragraph (j), thecandidates receiving the greatest number of votes shall bedecl ared elected. .

(j) In the event that on the basis of the balloting for electionto the Executive Conmittee, the number of women who would beelected to occupy positions on the Executive Committee wouldbe in the aggregate more than 30~ of the number of persons tobe elected to the Executive Committee, to the extent thatsuch representation would exceed that number, those femalecandidates receiving the lowest number of votes shall beineligible for election to the Executive Conmittee and themale candidates receiving the next highest number of votes inorder shall be elected to, those positions to which suchfemale candidates would otherwise have been elected.

(k) The 2 scrutineers shall notify the Chairman of the results ofthe election and the Chairman shall immediately notify thesuccessful candidates of their election.

(1) Subject to the restrictions herein contained with theeligibility of women for positions on the ExecutiveCommittee, in the event of a tie vote for the 18th positionof the Executive Committee, the names of tied candidatesshall be placed in a hat and one ~ame shall be selected bythe President.

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Cm) A member appointed by the President to the ExecutiveCommittee shall serve only during the term of the Presidentin which he was appointed.A member may not appoint a person as his nominee or proxy '0'attend and exercise his vote at a meeting of theCongregation, the Executive Committee, or any othercommittee.

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F. ADDITIONAL QUALIFICATIONS FOR THE ELECTION TO THE EXECUTIVECOMMITTEE AND AS A SENIOR OFFICER OF THE CONGREGATIONIn addition to any other requirements set out in this GeneralBy-Law the following qualification shall be necessary in order fora person to stand for election to the Executive Committee or as anOfficer of the Congregation:

The family unit of which the person ;s a member is in goodstanding.

G. BOARD OF GOVERNORSThe Board of Governors shall be all Past Presidents who aremembers in good standing who shall act as advisors when calledupon by the Officers and/or the Executive Committee. TheImmediate Past President is the Chairman of the Board ofGovernors.

ARTICLE VSTANDING COMMITTEES

At the first meeting of the Executive Committee after the GeneralMeeting, the President shall submit to the Executive Committee his proposedappointments for Chairmen of the Standing Committees of the Congregationwith the exception of the Nominating Committee for Confirmation by theExecutive Committee. The Chairmen of such Committees shall have completediscretion as to the composition thereof, providing that they select onlymembers in good standing, except for the Nominating Committee appointed inaccordance with Section E of Article IV.

The Chairmen of the Committees shall report and submitrecommendations regularly to the Executive Committee for consideration andapproval and upon request, to the Officers. The following Committees shallbe the Committees of the Congregation, provided however, that the Presidentmay appoint such other Committees as he may deem necessary:(a) Finance Committee(b) Editorial Board(c) Cemetery Committee(d) Constitutional Committee(e) Plaque Committee(f) Education Committee(g) House and Maintenance Committee

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(h) Library Committee{il Membershi p Commi ttee(j) Nominating Committee(k) Cultural and 806ial Program Committee(1) Re1igeous Committee(m) Good and Welfare Committee(n) Youth Committee(0) Kiddush CommitteeCEMETERY COMMITTEE POLICY

The Cemetery Committee shall have the following functions:1. To maintain at the office of the Congregation registers and

plans for all burial plots and show thereon all reserved plots.2. To designate the location of any plot subject to the approval of

the Chairman of the Cemetery Committee or his designate.3. It shall perform its functions in accordance with the following

rules and regulations:(a) Each member of a family unit shall be entitled to a

cemetery plot free of Charge at the time of need, thelocation of which to be designated by the CemeteryCommittee. In the case of a married person who has beendeceased and who has been buried in the cemetery anadjacent plot will be reserved wherever possible for theliving spouse provided that the living spouse remains amember in good standing. Other members of the Jewish faithmay be buried in the Congregational cemetery subject to anamount established from time to time by the ExecutiveCommittee.

(b) A family unit may reserve one or more plots at a price tobe established from time to time by the Executive Committeewhich shall be payable at the date of reservation and themethod of application for cemetery plots and the pricethereof shall be publicized to the Congregation.

(c) In order to- retain the exclusive rights to such reservedplots, a family unit must remain in good standing at alltimes. Such rights shall be non-transferrable. In theevent that the family unit ceases to be a member in goodstanding of the Congregation, the unused plot or plotsshall revert to the Congregation and any monies previouslypaid shall be refunded in full.

(d) If a member of a family unit who has a reserved plot ;sburied elsewhere, his plot shall revert to the congregationand any ~onies previously paid shall be refunded in full.

(e) All burials must be made in strict accordance with thedictates of HALACHAH, as determined by the Rabbi of theCongregation.

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(f) Funeral and burial services shall be performed by the Rabbiof the Congregation (or in his absence, a Rabbi designatedby the President of the Congregation, or in his absence bythe Vice-President of the Congregation), with theassistance of the clergy of the Congregation. With thepermission of the Rabbi of the Congregation, the family mayrequest an additional Rabbi or Rabbis to participate.

(g) All burials and/or unveilings must be in accordance with'the dictates of HALACHAH and supervi sed by the

Rabbi or his designate. No person not of the Jewish faithmay be buried in the Congregational cemetery.

(h) The exhumation and/or removal from the cemetery of a bodyinterred therein shall not be permitted unless by order ofthe provincial authorities concerned and or approved by theRabbi of the Congregation.

CONSTITUTION COMMITTEEThe Chairman of the Constitution Committee shall be a Past President

who has been a member in good standing for at least 10 years.

·ARTICLE VICONTRACTING OF OBLIGATIONS AND AUTHORIZATION OF EXPENDITURESA. SIGNING POWERS

1. Any two of the President and Vice-President and Secretary or suchother persons as may be authorized by resolution of the ExecutiveCommittee from time to time shall have power to sign deeds,contracts, leases and agreements on behalf of the Congregation andto affix the Corporate Seal thereto and to sign all documentsrequired· to be signed by the Congregation from time to time.

2. Banking documents and cheques shall be signed by any two of thePresident, Vice-President and Treasurer or as authorized by theExecutive Committee from time to time.

3. No payment shall be made or cheque issued for any expenditure unlessaccompanied by a voucher signed by the appropriate committeeChairman or his designate.

4. No loans, advances or guarantees shall be made by the Congregationwithout the express authority of the Executive Committee.

5. All documents to be executed by or on behalf of the Congregationshall be approved by the Officers and legal C~unsel of t~eCongregation prior to execution and no commitments shall be made onbehalf of the Congregation by anyone who has not obtained priorapproval of the Officers, except as otherwise provided herein.

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6. No expenditure in excess of specified itemized budgeted figuresshall be made by anyone without the prior approval of the ExecutiveCommittee except as otherwise provided herein.

ARTICLE VI IENGAGEMENT OF KLEI KODESH AND ADMINISTRATIVE PERSONNELA. CONTRACT REQUIREMENTS

1. No person may be engaged to serve the Congregation in the capacityof a Rabbi, Assistant Rabbi, Cantor, or Baal Korah unless he shallenter into a written contract with the Congregation setting out allterms of his engagement and the term thereof.

2. Any such contract shall be invalid unless it is expressly statedtherein that such contract is subject to the provisions of theLetters Patent, Supplementary Letters Patent, this General By-lawand all amendments thereto, and all other by-laws and regulations ofthe Congregation and any amendments thereto.

B. APPROVAL OF CONTRACTS

ARTICLE VIII

1. Any contract or renewal thereof proposed to be entered into ortermination thereof by the Congregation with a Rabbi or AssistantRabbi, Cantor, or BaalKorah shall require the approval at a meetingcalled for the purpose of approving such contract by at least 75% ofthe members of the Executive Committee present and'voting thereat.

AMENDMENT AND REPEALA."PROPOSALS TO AMEND OR REPEAL

(a) All proposed amendments or motions to repeal any prov t st on of theLetters Patent, Supplementary Letters Patent and/o~ this GeneralBy-law shall first be submitted in writing at a meeting of theExecutive Committee for consideration, and only if the proposedamendment or motion to repeal is in the opinion of the Consti-tutional Committee legally permissible after consideration of theLetters Patent, Supplementary Letters Patent and By-Laws of theCongregation and any relevant legislation, the President shallappoint the Constitutional Committee which shall draft the proposedamendment or motion to repeal in proper legal form and submit thesame to the Chairman of the Executive Committee.

(b) The Chairman of the Executive Committee shall call a meeting of theExecutive Committee to consider the proposed amendment or motion torepeal and shall cause a copy thereof to be sent together with thenotice calling such meeting to each Executive Committee member.

(c) The said proposed amendments or motion to repeal shall not be votedupon at the said Executive Committee Meeting but shall only bediscussed thereat.

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(d) The Chairman of the Executive Committee shall then call a subsequentmeeting of the Executive Committee at which the Executive Committeeshall either approve or reject such proposed amendment or motion torepeal. .

B. APPROVAL OF AMENDMENT OR REPEAL(a) This General By-Law may not be amended or repealed except upon the

affirmative vote at a meeting of the Executive Committee called forsuch purpose by at least 60~ of the members of·th~ ExecutiveCommittee present and voting thereat and on the recommendation ofthe membership at a special meeting called for such purpose andratified by the affirmative vote by mail ballot of 60% of members ingood standing.

AMENDMENT OF ARTICLE 11

Notwithstanding Section 8.2.1, the provlslons of Section 2may be amended or repealed provided that:(a) At a special meeting called for such purpose or by mail

ballot, 60~ of the total members of the ExecutiveCommittee vote in the affirmative to amend or repealSection 2; and

(b) At a special general meeting called for·such purpose,the membership recommends the amendment or repeal ofSection 2; and then

(c) The amendment or repeal is ratified by the affirmativevote by mail ballot of 80~of the members in goodstanding.

ARTICLE IX

REGULATIONSREGULATIONS TO GOVERN THE FUNCTIONS OF THE STANDING COMMITTEES(a) The Chainman of each Standing Committee of the Congregation shall

develop Committee policies and procedures to govern itsdeliberations and shall submit the same to the Executive Committeefor approval. Upon the acceptance by the Executive Committee ofsuch Constitution of policies and procedures, the same shall becomplied with by such Committee.

(b) Such policies and procedures may be amended or repealed upon therelevant Committee obtaining the approval of the ExecutiveCOlTll1ittee.

(c) Prior to voting to accept such pol icies and procedures and/oramendments thereto, the Executive Committee shall obtain thefavourable opinion of the Chairman of the Constitution Committee asto whether the same are in compliance with the Letters Patent,Supplementary Letters Patent and the By-Laws of the Congregation andall relevant legislation.

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ARTICLE XThe words importing the singul ar only shall incl ude the plural and

vice versa, and words importing the masculine gender shall include thefeminine gender and vice versa, except as it applies to clause A ofArticle IV, and words importing persons shall include firms andcorporations and vice versa.

ARTICLE XIAll General By-laws and Constitutions of Beth Jacob Congregation are

revoked upon the passing of this by-law.

PASSED the day of

WITNESS the corporate seal of the Corporation

PRESIDENT

SECRETARY