BY-LAWS OF CHOCHMAT HALEV

ARTICLE I – NAME

The name of this Corporation shall be “Chochmat HaLev” (the “Congregation”).

ARTICLE II – MISSION AND VISION

Section 1:

MISSION: The Congregation is organized to provide a spiritual community focused on the renewal of Judaism as a joyful and relevant spiritual life path. The Congregation provides opportunities to deepen spiritual practice and connect to the Divine through meditation, prayer, study, service, and celebration.

ARTICLE III – MEMBERSHIP

Section 1:

The Congregation is a Jewish organization, with Membership open to any person desiring to associate with this Congregation and who is aligned with our Mission and Vision, upon submission of an application.

Section 2:

The unit of Membership shall be the individual or the household, in cases in which more than one individual shares a common address. Each adult of a Membership unit (“Member”) shall be entitled to one vote to elect the Board of Directors, or any other matter which the Board deems it prudent to solicit a membership vote, at annual or specially called meetings of the Congregation.

Section 3:

Each Member shall pay such annual dues and assessments as shall be determined by the Board of Directors. The Board of Directors shall have the authority to levy special assessments as needed. The Board of Directors or its designee shall have the power to set lower financial obligation levels in special cases if so requested by the Member.

Section 4:

Annual Membership dues and other assessments shall be billed and shall be due and payable in a manner deemed appropriate by the Board of Directors. Any Member who is in arrears for a period of three (3) months from the due date shall be automatically deprived of the privileges of

Membership upon notice by the Board of Directors, unless other satisfactory arrangements are made.

Section 5:

Any Member who is deprived of the privileges of Membership for non-payment of dues shall be reinstated by payment of all arrearages within thirty (30) days of the notice of suspension. Any Member who is deprived of the privileges of Membership a second time for non-payment of dues may be reinstated upon compliance with such terms and conditions as the Board of Directors may determine.

Section 6:

Membership in the Congregation is deemed to be continuous unless a written resignation is submitted to the Board of Directors, provided, however, that any resignation shall not relieve a Member from payment of any obligation due and payable to the Congregation at the time of resignation. Dues and Special Assessments shall be due and payable through the past quarter before the Board of Directors may vote to accept a resignation.

Section 7:

(A) Members in good standing shall be entitled to the following privileges subject to the rules and regulations set forth and adopted by the Congregation and/or the Board of Directors:

(i) Tickets for High Holiday services,

(ii) Guaranteed seats at High Holiday services for one (1) adult in a single adult member unit or for two (2) adults in a two-adult member unit, will be included in membership fees;

(iii) A guaranteed seat for each member child in religious education and preparation for the Bar or Bat Mitzvah, upon payment of assessed programmatic tuition and fees, unless other satisfactory arrangements are made;

(iv) Participation in all member’s-only activities held under the auspices of the Congregation;

(v) The right of each adult in a member household to vote at all meetings of the Congregation subject to the provisions of Article III; and

(vi) The right to hold office and serve on committees, subject to the provisions of Article III and Article V.

Any other benefits, determined from time to time by the Board of Directors, shall be set forth in Membership materials

(B) Members shall have the following obligations:

(i) Each adult in a member unit shall be expected to volunteer at least ten (10) hours per year to the activities of the Congregation; and

(ii) Each adult in a member unit shall be encouraged to participate in an orientation class as defined by the Board of Directors.

ARTICLE IV – OFFICERS

Section 1:

The Officers of the Congregation shall be a President, Vice President, Treasurer, and Secretary. Officers shall be elected for a two-year term by voice vote or by written ballot by the full Board of Directors at the first Board meeting following the Annual Meeting of the Congregation. Their terms will begin in January, after their election. To assure continuity, office elections will be staggered: President and Secretary begin serving in even-numbered years, and Vice President and Treasurer in odd-numbered years. All officers shall serve until their successors are installed. In the event that an officer position becomes vacant, the Board of Directors will appoint a successor to serve until the next scheduled election. The vote of the President shall be exercised according to the rules of procedure as determined by Robert’s Rules of Order.

Section 2:

President. The President shall preside at all meetings of the Congregation and shall chair meetings of the Board of Directors. The President shall appoint all committee chairpersons with board agreement, except as otherwise provided by these By-Laws. The President shall sign all legal documents, call special meetings of the Board of Directors, Executive Committee, and Members of the Congregation, be an ex-officio Member of all committees, and perform such other duties as are incidental to the office.

The President may not serve more than two two-year terms of office in succession. A period of two years must transpire between elections to the office of President.

Section 3:

Vice President. The Vice President shall assume the duties of the President in case the President is unable to fulfill duties at any time. Should such succession be necessary, no individual shall serve more than four years and six months contiguously as the President.

The Vice President shall have such duties as assigned from time to time by the Board of Directors or requested by the President, including coordination and oversight of various activities, one of which shall be organization finances.

The Vice President may not serve more than two two-year terms of office in succession. A period of two years must transpire between elections.

Section 4:

Treasurer. The Treasurer shall oversee the custody of all moneys, funds, debts and contracts of the Congregation and shall safely keep the same. The Treasurer shall oversee the disbursement of moneys pursuant to the obligations of the Congregation or the order of its Board of Directors or of the Members. The Treasurer shall oversee the deposit of the funds of the Congregation in whatever bank the Board of Directors may designate. The Treasurer oversee the issue of all bills, collect moneys and keep all the financial records, and shall perform such other duties as are incidental to the office. The Treasurer will advise the Bookkeeper. The Treasurer shall prepare written reports and provide regular written financial documents to the board. The Treasurer chairs the finance committee.

The Treasurer may not serve more than two two-year terms of office in succession. A period of two years must transpire between elections to the office of Treasurer.

Section 5:

Secretary. The Secretary shall attend, or appoint a substitute to attend, all meetings of the Congregation, Executive Committee and the Board of Directors and shall keep records of the respective meetings in the record books of the Congregation. The Secretary shall issue notices of all meetings in accordance with these By-Laws, conduct all correspondence and keep a record of the roster of Members.

The Secretary facilitates all Congregation Meetings according to Robert’s Rules of Order.
The Secretary may not serve more than two two-year terms of office in succession. A period of two years must transpire between elections to the office of Secretary.

Section 6:

Executive Director. In additional to Officers, there may be an Executive Director. If there is an Executive Director, he or she will have the responsibilities outlined in this Section. The Executive Director shall be responsible to and governed by the Board of Directors. The Executive Director shall have primary responsibility for overall operations of the Congregation, shall report to and advise the Board on all significant matters of the Congregation’s business, and shall see that all orders and resolutions of the Board are carried into effect. The Executive Director shall be empowered to act, speak for or otherwise represent the Congregation between meetings of the Board within the boundaries of policies and purposes established by the Board and as set forth in the Articles of Incorporation and these By-Laws. The Executive Director is authorized to contract, receive, deposit, disburse and account for funds of the Congregation in fulfillment of the Congregation’s objectives; to execute in the name of the Congregation all contracts, deeds, leases and other written instruments to be executed by the Congregation; and to negotiate all material business transactions of the Congregation.

The Executive Director shall appoint and remove all other staff or agents. A written report is to be provided to the entire Board of Directors informing them of any such action.

The Executive Director shall provide to the Directors, no later than 120 days after the close of its fiscal year, a report containing financial information in appropriate detail. The report shall be accompanied by any pertinent report of independent accounts, or, if there is no such report, the certificate of an authorized officer of the Congregation that such statements were prepared without audit from the books and records of the Congregation.

Section 8:

Other Officers. The Board may appoint or may authorize the president, or any other officer, to appoint any other officers that the Congregation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined by the Board.

Section 9:

Resignation of Officers. Any officer may resign at any time by giving written notice to the president or secretary of the Congregation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation as an officer shall not affect the resigning officer’s position as a director of the Congregation. However, an officer=s resignation as a director pursuant shall automatically constitute resignation rights as an officer upon the effective date of the resignation as a director.

Section 10:

Executive Committee. The Executive Committee shall be comprised of the President, the Vice President, the Secretary, the Treasurer, the Executive Director, and the Senior Rabbi. The Executive Committee will meet a minimum of once a month or at any other time that the President or three Members of the Executive Committee shall request. The Executive Committee serves to advise the President and to assist in setting the agenda of the Board of Directors. The Executive Committee serves as a facilitative body and all its recommendations shall be subject to the approval of the full Board of Directors. The Board of Directors may charge the Executive Committee to do certain kinds of work and to make certain kinds of decisions without submitting such decisions as recommendations for a full vote.

All Members of the Executive Committee have voting privileges for making decisions or recommendations of that Committee except in such cases as a conflict of interest (as determined by the remaining Members of the Executive Committee) arises for any one or two members of the Executive Committee. If more than two Members of the Executive Committee are held to be in conflict of interest for a particular topic, no decision or recommendation may be made by the Executive Committee, and the topic must be referred to the full Board of Directors with those in conflict abstaining from voting.

ARTICLE V – BOARD OF DIRECTORS

Section 1:

Qualifications of Office. Eligibility to hold elected office shall be reserved to those Members in good standing of the Congregation.

Section 2:

Composition of the Board of Directors. The Congregation shall elect a Board of Directors composed of no less than ten (10) to no more than sixteen (16). Members of the Congregation, hereinafter known as Directors, who shall be chosen at the Annual Meeting or at another specially called Congregation Meeting. Directors shall be elected on a rotating basis, approximately one-half of whom shall be elected at each annual meeting to serve for a term of two years. Directors may be elected to two consecutive two-year terms. No Director shall be eligible for re-election as a Director for a period of at least two years from the expiration of the second elected term of office. In addition to the elected Members of the Board of Directors, the immediate past President of the Congregation shall be invited to be a voting Member of the Board of Directors with the same powers as elected Directors. If an office qualifying for a Board of Director Membership is held by more than one person, those persons shall have in total one vote at the Board of Directors meetings. Committee chairs who are not also elected Members of the Board of Directors are ex officio, non-voting Members of the Board of Directors.

The Senior Rabbi and the Executive Director are ex-officio, non-voting Members of the Board of Directors.

Section 3:

Powers and Duties of the Board of Directors. The Board of Directors shall have the powers usually vested in a Board of Directors of a religious organization. The Board of Directors shall have 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, unless otherwise stipulated herein, control revenue, provide fiscal oversight, supervise investments and expenditures and take such action as shall promote the welfare and best interests of the Congregation. The Board may appoint special standing or ad-hoc committees to assist them in researching particular issues for recommendation, or performing specific tasks subject to approval by the Board. The Board of Directors shall not commit the Congregation to a capital obligation in excess of five percent (5%) of the annual budget without the approval of the Congregation, given at an Annual or Special Meeting. Directors are required to serve on one committee.

The ten (10) to sixteen (16) elected or appointed Directors are voting Members of the Board of Directors. They are to function as role models for the Congregation, both in their commitment to the progressive Jewish values as expressed in the Mission and Vision, and in their willingness to take on specific leadership roles within the Congregation. They shall have such duties as defined by the Board of Directors on an ad hoc basis. They are expected to participate in Board of Directors meetings and in special Board designated events.

Section 4:

4.01 Standard of Care – General. A director shall perform the duties of a director, including duties as a member of any committee of the Board on which the director may serve, in good faith, in a manner such director believes to be in the best interest of this Congregation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(a)  One or more officers or employees of the Congregation whom the director believes to be reliable and competent in the matters presented;

(b)  Counsel, independent accountants or other persons as to matters which the director believes to be within such person’s professional or expert competence;

(c) A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence, so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need thereof is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

Except in the case of a self-dealing director, as described in Section 5233 of the California Corporations Code, a person who performs the duties of a director in accordance with the above shall have no liability based upon any alleged failure to discharge that person’s obligations as a director, including (without limiting the generality of the foregoing) any actions or omissions which exceed or defeat a public or charitable purpose to which the Congregation, or assets held by it, may be dedicated.

4.02   Standard of Care – Investments.  Except with respect to assets held for use or used directly in carrying out this Congregation’s charitable activities, in investing, reinvesting, purchasing, acquiring, exchanging, selling and managing the Congregation’s investments, the Board shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of the Congregation’s capital. The provisions of Section 4.01 of these Bylaws shall apply to this Section 4.02.

The Board shall also comply with all additional standards, if any, imposed by the articles of incorporation, these Bylaws, or the express terms of any instrument or agreement pursuant to which the assets were obtained by the Congregation.

Section 4.03 — Self-Dealing Transactions. A self-dealing transaction is one (a) to which the Congregation is a party and (b) in which one or more of the directors has a financial interest either directly or because the transaction is between the Congregation and any entity in which one or more of the Congregation’=s directors has a financial interest. The Board shall not approve a self-dealing transaction unless:

(a)  The Congregation is entering into the transaction for its own benefit;

(b)  the transaction is fair and reasonable as to the Congregation at the time the Congregation entered into the transaction;           (c)  the Board’s approval occurs prior to consummating the transaction or any part thereof, unless (i) the Board=s approval was not reasonably practicable to obtain prior to consummating the transaction, (ii) a committee or person authorized by the Board approves the transaction prior to its consummation, and (iii) the Board ratifies the transaction at its next meeting after determining that (i) and (ii) have been satisfied;

(d)  the Board’s approval is made in good faith;

(e)  the Board’s approval is made by a vote of two-thirds (2/3) of the directors then in office without counting the vote of the interested director or directors;

(f)  the Board’s approval is made with knowledge of (i) the material facts concerning the transaction and (ii) the director’s or directors’ interest in the transaction; and

(g)  after reasonable investigation, the Board has considered and in good faith determined after reasonable investigation under the circumstances that the Congregation could not have obtained a more advantageous arrangement with reasonable effort.

Section 5:

Meetings. The Board of Directors shall meet regularly at least once every two months, or upon special call of the President or any three voting Members of the Board of Directors upon five days written notice given by the Secretary by mail or electronic notification. The Meetings of the Board of Directors are open to all Members of the Congregation unless a special closed session is conducted with approval of two-thirds of the voting Directors of the Board. Board Meetings require publication of official minutes to be reviewed and edited by the Executive Committee prior to publication.

Section 6:

Quorum and Votes. A quorum is defined as one more than the mathematical half of the total number of sitting voting members of the Board of Directors if that number is even, or if the number of sitting voting members of the Board of Directors is odd, then a quorum is constituted by the next whole number of the mathematical half of the total number of sitting voting Directors. A quorum must be present in person or by electronic conference for official Board Meetings to occur. All motions shall be carried by a majority of those voting Directors except as otherwise provided for in the By-Laws. Voting may occur by voice or ballot at Meetings.

Board votes may also be held on an ad-hoc basis if pressing matters come up between Meetings. A quorum of respondents is required for a valid vote between Meetings. Such votes require a written description of the issue to be submitted to all Directors by printed or electronic means (including e-mail, fax or other similar system), with a voting deadline. The voting deadline cannot be less than 24 hours from the sending of the request for a vote. Any three voting Directors can request such a vote for exceptional reasons. Results of the vote must be distributed to the full Board of Directors in the same electronic form within 24 hours of the voting deadline. The reason for the vote and its results will be reviewed at the next Board Meeting and entered into the Meeting minutes.

Section 7:

Resignation of Director. A Director may resign from the Board of Directors by providing written notification to the Secretary of the Board. Directors are requested to provide thirty (30) days notice prior to the effective date of their resignation.

Section 8:

Removal of Director. A Director may be removed from the Board of Directors if the Director is no longer a Member in good standing of the Congregation. A Director may be removed from the Board by missing more than half of the Board Meetings in a year, except in cases of special circumstances that are excused by the President. A Director may be removed for malfeasance, or for inappropriate behavior, as determined by a majority of the remaining Directors after thorough consideration and an official vote.

Section 9:

Vacancies. The Board of Directors may appoint a Director or Directors to fill a seat or seats that were elected at the last Annual or Special election and then vacated. These appointed interim Directors have the full rights, responsibilities and privileges of elected Directors until the regular planned expiration of the vacated seat. If the appointed Director wishes to continue serving on the Board, their name must be submitted to the full congregation of Members for election. Time served as an appointed interim Director does not count toward total term limitations if it is under six months, and an interim Director may serve two full two-year terms starting at election by Members. The Board of Directors may also call a special election for Directors between annual meetings of the Congregation by following the guidelines under Article VII for Special Meetings.

Article VI: Liability

Section 1:

Section 1.01 Liability. No member of the Congregation or Board Member shall be personally liable to the Congregation’s creditors or for any indebtedness or liability, and any and all creditors shall look to the Congregation’s assets for payment.

Section 1.02 Indemnification of Directors, Officers, Employees and Other Agents of the Congregation

To the fullest extent permitted by law, this Congregation shall indemnify its Directors, officers, employees, and other persons described in Section 5238(a) of the California Nonprofit Public Benefit Corporation Law, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any “proceeding,” as that term is used in said Section 5238(a), and including an action by or in the right of the Congregation, by reason of the fact the person is or was a person described in that Section. “Expenses” shall have the same meaning as in said Section.

To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any “proceeding” shall be advanced by the Congregation before final disposition of the proceeding upon receipt by the Congregation of an undertaking by or on behalf of that person to repay such amount unless it is ultimately determined that the person is entitled to be indemnified by the Congregation for those expenses.

Section 1.03 – Insurance

The Congregation shall have the power to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees, and other agents, against any liability asserted against or incurred by such persons in such capacity or arising out of the person’s status as such.

ARTICLE VII – CLERGY

Section 1:

The Congregation may engage a Senior Rabbi who will lead the Congregation toward fulfillment of its Mission and Vision. If there is a Senior Rabbi her or his responsibilities are outlined in Sections 1 and 2. The Senior Rabbi shall serve as Rabbi for the Congregation and its congregants and supervise the Congregation’s religious and educational programs. The Senior Rabbi is also expected to teach classes on a regular basis. He/she 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. The Rabbi’s compensation shall be determined by the Board of Directors or its delegate. The Rabbi shall be an ex-officio Member of the Congregation and its Board of Directors without the right to vote. The Rabbi has full membership on the Executive Committee of the Board of Directors.

Section 2:

Rituals and Services. The Rabbi is responsible for creating innovative rituals and services that are conducive to the direct experience of the Divine. All paid staff, interns, students and volunteers that may direct or support rituals and services of the Congregation are under the direction of the Senior Rabbi, who also may select and supervise these individuals. As such, the Senior Rabbi receives a set amount of funding from the Board of Directors each year for the purpose of providing salaries and benefits to paid staff, and for providing educational opportunities for interns, students and volunteers. The Senior Rabbi will present his or her proposal for the year at the time that the Board is setting budgets for the upcoming year. Additional funding may be requested as needed from the Board during the year.

Community Participation: The Senior Rabbi is encouraged to represent the Congregation in the broader Jewish and secular communities of which it is a part. The Senior Rabbi is not precluded from representing herself or himself, or participating in outside activities as an individual separate from the Congregation.

ARTICLE VIII – MEETINGS OF THE CONGREGATION AND QUORUM

Section 1:

Annual Meeting. The Annual Meeting of the Congregation shall be held within the fourth (4th) quarter of the fiscal year. At this meeting annual reports of the Senior Rabbi, Executive Director, officers and committees shall be submitted. A full financial report will be given. The election of Directors shall take place. Every Member of the Congregation shall receive ten (10) days notice by mail or electronic notification of the Annual Meeting and any specially called meeting.

Section 2:

Special Meetings. Special Meetings of the Congregation may be called by the President, or at the request of three voting Members of the Board of Directors, or upon written application to the Secretary by twenty percent (20%) of the Membership. The notice of any Special Meeting shall set forth the purpose thereof and shall be mailed or sent electronically to each Member at least seven (7) days prior to the meeting. No other business shall be transacted at any Special Meeting other than that set forth in the notice.

Section 3:

Quorum and Vote. Five percent (5%) of the Membership shall constitute a quorum at any meeting of the Congregation and no vote shall be deemed to have passed unless a majority of those voting vote in favor thereof, unless otherwise provided for in these By-Laws.

ARTICLE IX – FISCAL YEAR

The fiscal year of the Congregation shall end with December 31 each year.

ARTICLE X – NOMINATION AND ELECTION

Section 1:

Nominating Committee. Nominations of all Directors shall be made by a committee designated by the Executive Committee and approved by the Board of Directors. No Member of the Nominating Committee while serving on the Nominating Committee can be nominated by the committee. The Nominating Committee members must be named at least sixty (60) days prior to the annual meeting.

Section 2:

Qualifications for the Nominating Committee. To serve on the Nominating Committee, the appointee must be a Member of the Congregation, in good standing, of no less than two (2) years duration.

Section 3:

Nominations. Nominations shall be made for each elective office whose term of office shall expire at the immediately next succeeding Annual Meeting, or for such offices which shall be vacant at the time the Nominating Committee files its nominations. Vacancies occurring subsequent to the filing by the Nominating Committee shall be filled by the Board of Directors, as per the By-Laws, to serve until the next Annual Congregation Meeting. The Nominating Committee shall file a slate of as many nominees for each vacant Director as they deem advisable and shall submit to the Board of Directors a written report of the recommendations of the Committee.

Section 4:

Notice. At least ten (10) days prior to the first meeting of the Nominating Committee, the President shall notify in writing of the Members of the Congregation, the Nominating Committee and of the Chairperson. Any Member of the Congregation shall be entitled to submit to the Chairperson for consideration by the Nominating Committee, the name of any person or

persons as qualified by these By-Laws, for any position for which the nominations are to be made by the Nominating Committee.

Section 5:

Nominating Committee Deadlines and Slate Vacancies. Nominations by the Nominating Committee shall be reported, in writing, to the Board of Directors and notice of said nomination shall be mailed to the Members of the Congregation along with a statement of each candidate’s qualifications, by the Secretary at least ten (10) days prior to the Annual Meeting. Resignation or other vacancies shall be filled by the Nominating Committee up to the date of the Annual Meeting.

ARTICLE XI – COMMITTEES

Section 1:

Standing Committees: From time to time, but at least annually in January, the Board of Directors will designate the Committees of the Congregation. Committees make recommendations to the Board of Directors, which has final decision-making authority for the Congregation. All Committees will have a member that acts as a liaison to the Board of Directors. The liaison may or may not be the Committee Chairperson.

Standing Committees of the Board of Directors include: (1) a Finance Committee; (2) a Membership Committee; (3) a Personnel Committee; (4) a Volunteer Committee; (5) a Program Committee; (6) Development; (7) Operations and Facilities; (8) Tikkun Olam; and (9) Ritual and Liturgy.

Section 2:

Public Policy Statements. All committees of the Congregation must seek and receive prior approval from the Board of Directors before making public policy statements.

Section 3:

Committee Chairpersons.

a. Qualifications. Eligibility to serve as a committee chairperson shall be reserved to those who are Members in good standing of the Congregation.

b. Ex-officio status. All committee chairpersons who are not otherwise voting Members of the Board of Directors shall be non-voting Members of the Board of Directors.

c. Selection. Committee Chairs are appointed by the Board, and may include Board Members or any other Member in good standing of the Congregation.

d. At the discretion of the Board, chairpersons can be removed for lack of fulfillment of responsibilities.

Section 4:

Committee Members.

a. Qualifications. Eligibility to serve as a committee member shall be reserved to those who are Members in good standing of the Congregation.

ARTICLE XII – RULES OF PROCEDURE

Unless otherwise provided for herein, the rules of procedure shall be determined by Robert’s Rules of Order. The Secretary is responsible for the orderly execution of such rules.

ARTICLE XIII – SAVING CLAUSE

A majority of the Board of Directors shall determine any dispute as to the interpretation of these By-Laws.

ARTICLE XIV – NOTICE

Any notice required to be given by these By-Laws shall be deemed sufficient if given by regular mail or electronically to any person at his last known address.

ARTICLE XV – AMENDMENT OF BY-LAWS

Any of the By-Laws may be amended, repealed or changed by a vote of two-thirds (2/3) of the voting Members of the Congregation present at any Annual, Regular, or Special Meeting called for that purpose. Proposed amendments to these By-Laws must be in writing and may be proposed by the Board of Directors or by ten percent (10%) of the Members and filed with the Board of Directors. Notice of any proposed amendments to these By-Laws must be mailed or sent electronically to each Member of the Congregation ten (10) days prior to the meeting at which they are to be considered. The Board of Directors shall not unreasonably delay action on any amendment proposed in writing by ten percent (10%) of the Members.

ARTICLE XVI – SEPARABILITY

If any part of these By-Laws is held to be null and/or void, the validity of the remaining portion of these By-Laws shall not be affected.

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

(1) That I am the duly elected and acting Secretary of Chochmat HaLev, a California nonprofit public benefit corporation; and

(2) That the foregoing Bylaws, comprising fourteen (14) pages, constitute the Bylaws of such corporation as duly adopted by action of the Board of Directors of the corporation duly taken on ________________, 2006.

IN WITNESS THEREOF, I have hereunto subscribed my name, this _____ day of ________________, 2006.

____________________________ Secretary

AMENDMENT TO BY-LAWS OF CHOCHMAT HALEV

WHEREAS, the 4th Annual Membership meeting of Chochmat HaLev was held on Sunday, January 17, 2010, with a quorum of voting members present;

WHEREAS, a motion was made to amend the By-Laws, Article V – Board of Directors, Section 2, such that Directors might be elected for an additional two-year term, allowing for a maximum of three consecutive terms;

WHEREAS, the motion was fully discussed amongst the members present and called to a vote; and

WHEREAS, the motion was approved by the no less than two-thirds of the majority present, opposed by none, and abstained by two;

THREFORE, Article V – Board of Directors, Section 2: Composition of the Board of Directors of the By-Laws of Chochmat HaLev is hereby amended and shall read as follows:

Section 2:

Composition of the Board of Directors. The Congregation shall elect a Board of Directors composed of no less than ten (10) to no more than sixteen (16). Members of the Congregation, hereinafter known as Directors, who shall be chosen at the Annual Meeting or at another specially called Congregation Meeting. Directors shall be elected on a rotating basis, approximately one-half of whom shall be elected at each annual meeting to serve for a term of two years. Directors may be elected to three (3) consecutive two-year terms. No Director shall be eligible for re-election as a Director for a period of at least two years from the expiration of the second elected term of office. In addition to the elected Members of the Board of Directors, the immediate past President of the Congregation shall be invited to be a voting Member of the Board of Directors with the same powers as elected Directors. If an office qualifying for a Board of Director Membership is held by more than one person, those persons shall have in total one vote at the Board of Directors meetings. Committee chairs who are not also elected Members of the Board of Directors are ex officio, non-voting Members of the Board of Directors.

The Senior Rabbi and the Executive Director are ex-officio, non-voting Members of the Board of Directors.

This amendment is hereby signed by the Secretary of Chochmat HaLev and this amendment shall be lodged with the By-Laws.

________________________________ Dated: ______________________ Secretary