I. Name: The name of this corporation is Jewish Community of Ojai.
II. Principal Office: The corporation’s principal office, community center, and place of worship are located at 530 West El Roblar, Meiners Oaks, County of Ventura, California.
III. Purpose: The principal purpose of this corporation is to set up a community center to promote Jewish religious purposes. A secondary purpose of this corporation is to promote the enduring and fundamental principles of Judaism. The corporation’s assets shall be irrevocably dedicated to these purposes and only these purposes.
IV. Dedication of Assets: This corporation’s assets are irrevocably dedicated to religious purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for religious or charitable purposes and that has established its exempt status under Internal Revenue Code section 501(c)(3).
V. No Voting Members: This corporation shall have no voting members within the meaning of the Nonprofit Corporation Law or the Nonprofit Religious Corporation Law.
VI. Nonvoting Members: Any individual, including the head of a family or a household, who is at least eighteen (18) years of age and interested in the Jewish community or Judaism may submit an application to the board to become a nonvoting member. The corporation and these bylaws may refer to such individuals as “members” even though these persons are not “members” within the meaning of the Nonprofit Corporation Law or the Nonprofit Religious Corporation Law. No such reference to “member” or “membership” shall constitute anyone as a member within the meaning of Corporations Code § 5056.
A. Dues. Each member must pay, within the time and on the conditions set by the board, the dues, fees, and assessments in amounts to be fixed from time to time by the board. The board may, in its discretion, set different dues, fees, and assessments for individuals, families, and heads of households.
B. Termination of Membership. Any member may resign at any time, and a majority of the entire board of directors may terminate any individual’s membership for reasonable cause. The term “reasonable cause” includes a member’s failure to (i) pay dues, fees, or assessments as set by the board within 30 days after they are due and payable, (ii) observe the corporation’s rules of conduct as promulgated in writing by the board, or (iii) avoid behavior or conduct that is harmful or prejudicial to either other members or the corporation. Before terminating a member, the board shall provide the member an opportunity to be heard (either orally or in writing) at least five (5) days before the effective date of the proposed termination. After the hearing, a majority of the entire board shall decide whether or not the member should be expelled and the board’s decision shall be final.
C. Meetings. A general meeting of members shall be held at least annually at such time and place, and on such reasonable notice, as the board may determine, and the board may call a special meeting of the members for any lawful purpose at any time.
D. Participation by Members. At any meeting of the members, the board shall give the members present an opportunity to participate in the management of the corporation’s temporal and religious activities through oral discussions and presentations to which the board shall give such consideration as the board deems appropriate. Furthermore, any member may participate in the management of the corporation’s temporal and religious activities through the submission of written data, views, or arguments to the board for such consideration as the board deems appropriate. The board may seek an advisory vote of the corporation’s members on any issue that the board deems appropriate for membership consideration.
VII. The Board of Directors: Subject to the provisions and limitations of the California Nonprofit Religious Corporation Law and any other applicable laws, and subject to the privileges of any member to participate in the corporation’s management as set forth in Article VI D of these bylaws, the corporation’s temporal and religious activities, business, and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board. The board shall have and exercise all powers permitted to it by California law.
A. Selection or Designation of Directors. This corporation shall have at least five (5) but no more than eleven (11) directors, and each director shall be selected or designated by a majority of the members of the entire board of directors then in office.
B. Term of Office. Each director shall hold office for two years.
C. Resignation. Any director may resign at any time by giving notice to the president, except that no director may resign if the corporation would be left without a duly authorized director.
D. Removal. Any director may be removed, with or without cause, by the vote of a majority of the members of the entire board of directors at any regular or special meeting, and any director who fails to attend three successive board meetings will automatically be removed from the board without board resolution unless there is good cause. Notwithstanding anything to the contrary contained in the Nonprofit Corporation Law, the Nonprofit Religious Corporation Law, or these bylaws, any director may be removed, with or without cause, by a written petition signed by a majority of the corporation’s members, and that petition may appoint another director to fill the vacancy.
E. Vacancies. All vacancies shall be filled by a majority of the members of the entire board of directors.
F. Meetings. The board shall be meet at least annually, and preferably at least quarterly. Meetings of the board shall be held at any place within or outside California that has been designated by resolution of the board or in the notice of the meeting or, if not so designated, at the principal office of the corporation. Any board meeting may be held by conference telephone, video screen communication, or other communications equipment as long as each member participating in the meeting can communicate concurrently with all other members and meaningfully participate in the board’s discussions and actions.
G. Special Meetings. Special meetings of the board for any purpose may be called at any time by the president or any vice president, the secretary, or any two directors. Notice of the time and place of special meetings shall be given to each director by (a) personal delivery of written notice; (b) first-class mail, postage prepaid; (c) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director; (d) facsimile; (e) electronic mail; or (f) other electronic means. All such notices shall be given or sent to the director’s address or telephone number as shown on the corporation’s records. The notice shall state the time of the meeting and the place, if the place is other than the corporation’s principal office. The notice need not specify the purpose of the meeting.
H. Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the board. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
I. Waiver of Notice. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her.
J. Action Without Meeting. Any action that the board is required or permitted to take may be taken without a meeting if all board members consent in writing to the action. Such action by written consent shall have the same force and effect as any other validly approved board action. All such consents shall be filed with the minutes of the proceedings of the board.
K. Advisory Committees. The board, by resolution, may create one or more advisory committees to assist the board in carrying out its obligations under these bylaws. Specifically, and for illustrative purposes only, the board may create a ritual and religious practices committee, a budget and finance committee, a social committee, an education committee, a membership committee, and a director nominating committee. All advisory committees shall report to the board, and no advisory committee may exercise any authority of the board.
VIII. Officers of the Corporation: The officers of this corporation shall be a president, a vice president, a secretary, and a chief financial officer. Any number of offices may be held by the same person, except that neither the secretary nor the chief financial officer may serve concurrently as the president. The officers of this corporation shall be chosen annually by the board and shall serve at the pleasure of the board. Any officer may resign at any time by giving written notice to the board.
A. The President. Subject always to the control of the board, the president shall be the general manager of the corporation and shall supervise, direct, and control the corporation’s activities, affairs, and officers. The president shall preside at all members’ meetings and at all board meetings. The president shall have such other powers and duties as the board and these bylaws may require.
B. Vice President. If the president is absent or disabled, the vice president shall perform all duties of the president. When so acting, a vice president shall have all powers of and be subject to all restrictions on the president. The vice presidents shall have such other powers and perform such other duties as the board and these bylaws may require.
C. Secretary. The secretary shall keep or cause to be kept, at the corporation’s principal office or such other place as the board may direct, a book of minutes of all meetings, proceedings, and actions of the board, of committees of the board, and of members’ meetings. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; the notice given; the names of persons present at board and committee meetings; and the number of members present or represented at members’ meetings. The secretary shall keep or cause to be kept, at the principal California office, a copy of the articles of incorporation and bylaws, as amended to date. The secretary shall keep or cause to be kept, at the corporation’s principal office or at a place determined by resolution of the board, a record of the corporation’s members, showing each member’s name, address, and class of membership. The secretary shall give, or cause to be given, notice of all meetings of members, of the board, and of committees of the board that these bylaws require to be given. The secretary shall have such other powers and perform such other duties as the board or these bylaws may require.
D. Chief Financial Officer. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation’s properties and transactions. The chief financial officer shall send or cause to be given to the directors such financial statements and reports as are required to be given by law or by these bylaws. The books of account shall be open to inspection by any director at all reasonable times. The chief financial officer shall (i) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the board may designate; (ii) disburse the corporation’s funds as the board may order; (iii) render to the president and the board, when requested, an account of all transactions as chief financial officer and of the financial condition of the corporation; and (iv) have such other powers and perform such other duties as the board or these bylaws may require. If required by the board, the chief financial officer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of the office and for restoration to the corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the chief financial officer on his or her death, resignation, retirement, or removal from office.
IX. No Compensation: No director or officer shall receive any compensation for his or her services to the Corporation. The board, however, may authorize reimbursement of ordinary and necessary expenses incurred by any director or officer in the performance of his or her corporate duties.
X. Indemnification: To the fullest extent permitted by law, this corporation may indemnify its directors, officers, employees, and other persons described in Corporations Code § 9246(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this bylaw, shall have the same meaning as in that section of the Corporations Code.
XI. Insurance: This corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer’s, director’s, employee’s, or agent’s status as such.
XII. Maintenance and Inspection of Records: This corporation shall keep the following: (a) adequate and correct books and records of account; (b) written minutes of the proceedings of its members, board, and any committees of the board; and (c) a record of each member’s name, address, and other appropriate information. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation for a purpose reasonably related to the director’s interests as a director. Any member may inspect or photocopy the corporation’s bylaws. However, unless mandated by the Nonprofit Corporation Law or the Nonprofit Religious Corporation Law, no member shall have any other inspection or photocopying rights.
XIII. Conflict Avoidance: No director or officer of this corporation may be financially interested, directly or indirectly, in any contract or transaction with this corporation. Moreover, this corporation may not lend any money or property to or guarantee the obligation of any individual or person.
XIV. Annual Report: The board shall cause an annual report to be sent to each director within 90 days after the end of the corporation’s fiscal year, which shall be the calendar year. That report shall contain the following information, in appropriate detail: (a) the assets and liabilities of the corporation, (b) the cash receipts and cash disbursements of the corporation, (c) adequate notes to prevent any financial statement from being materially misleading, and (d) a letter from the president (president’s letter) describing or explaining the corporation’s principal activities during the preceding fiscal year. The president’s letter shall be sent to each member. The board may, in its discretion, distribute financial information to any member.
XV. Website: The corporation’s board of directors may, in its discretion, maintain a website as the official source for all information about the corporation. The board may use the corporation’s website to post official notices concerning any meeting of the corporation’s members, officers, or directors. The board may also use the corporation’s website to post the corporation’s articles of incorporation, bylaws, and board and committee minutes. The board may use the corporation’s website to solicit the members’ views or advisory votes on any matter the board deems appropriate.
XVI. Amendments to Bylaws: Bylaws may be adopted, amended, or repealed by approval of a majority of the entire board, except that the members’ rights set forth in Article VII D of these bylaws may not be abrogated or abridged.
Certificate of Secretary
I certify that I am the duly elected and acting Secretary K’Hilat Ha’Aloneem, a California nonprofit religious corporation; that these bylaws, consisting of seven (7) pages, are the bylaws of this corporation as adopted by the board of directors on ______________________, and that these bylaws have not been amended or modified since that date.