Here is a summary of the provisions of the bylaws regarding the powers, duties and selection process for the Board of Directors.
Chochmat HaLev adopted a set of bylaws in 2006 when it reconstituted itself as a membership organization. As a membership organization, each adult member in “good standing” is entitled to vote in the election of the board of directors. The bylaws provide that members must pay the minimum dues as set by the Board (or a lower amount approved by the Board) and are expected to give volunteer service to the congregation of at least 10 hours per year. Chochmat offers one-adult memberships, which have one vote, and two-adult memberships, which have two votes.
Membership Meetings and Quorum
The bylaws require one annual meeting of the members. Additional special meetings can be called by the president, or on a request by three Directors, or an application by 20% of the Membership. A quorum of 5% of members must be present at a membership meeting to transact business.
Governance by Board of Directors
The board of directors is responsible for governance. The Directors are responsible for “the general management of the affairs, funds and properties of the Congregation. They shall act on all matters of policy, oversee the hiring and separation of personnel,…, control revenue, provide fiscal oversight, supervise investments and expenditures and take such action as shall promote the welfare and best interests of the Congregation.”
Responsibility for Hiring/Firing
As set forth above, the Board, not the members at large, is responsible for the decision to hire or terminate or contract with spiritual leaders and any other staff. There is an exception for the hiring of the “Senior Rabbi,” who “shall be selected for such period of time as the Board of Directors may determine, subject to the approval of the members of the Congregation at any Annual or Special Meeting.”
Composition of Board
The Board is to be made up of at least 10 and no more than 16 voting directors. The Congregational Leaders and the Executive Director are non-voting directors.
The Executive Committee is a subset of the Board, made up of four board officers–President, Vice President, Secretary, and Treasurer–as well as the Executive Director and Senior Rabbi. The Executive Committee “serves as a facilitative body and all its recommendations shall be subject to the approval of the full Board of Directors.”
Term Limits, Resignation and Removal
Directors serve for terms of two years, and they are permitted to serve no more than three consecutive terms (six years). Directors can resign from the board on 30 days notice. They may be removed by the other directors, if they fail to satisfy their board duties or for “malfeasance, or for inappropriate behavior, as determined by a majority of the remaining directors…”
Nomination of New Directors
Nominations of directors are made by a nominating committee of the Board. The nominating committee is designated by the Executive Committee. “Any Member of the Congregation shall be entitled to submit to the Chairperson for consideration by the Nominating Committee, the name of any person” who is a current member, to be nominated to the Board. The nominating member then recommends a “slate” of qualified nominees to the Board for approval, and the Board presents the approved slate to the members for election.
Election and Filling Vacancies
The slate of directors are elected at the annual membership meeting, by a vote of the majority of members voting. Vacancies on the board that exists between the annual meetings can be filled by vote of the other directors, or by vote of the Members at a special membership meeting.
The full by laws can be found here.