Bylaws of Congregation Shema Yisrael

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Bylaws of Congregation Shema Yisrael 2017-01-30T21:40:51+00:00

Revised October 2006

ARTICLE 1: ORGANIZATION

1.01 Name: The name of this organization is Congregation Shema Yisrael.

1.02 Principal Office: The principal office of the corporation shall be in the County of Oakland, Michigan, or such other place within the state of Michigan as the Board of Elders may determine from time to time.

ARTICLE 2: PURPOSE

  1. As a congregation of believers in Messiah Yeshua, to establish and maintain a place of
    worship of the One True God according to the Scriptures.
  2. To be a congregation that fosters the spiritual growth of all Messianic Believers who have asked Messiah Yeshua into their hearts.
  3. To be a congregation that leads others, especially Jewish people, to God and His Messiah Yeshua.
  4. To be a congregation that demonstrates our unity with the Body of Messiah worldwide.
  5. To be a congregation that identifies with Israel and the Jewish people worldwide.

ARTICLE 3: STATEMENT OF FAITH

WE BELIEVE:

1. THE HOLY SCRIPTURES

That the Bible consists of the Tenach (the Torah, the Prophets, and the Writings) and the writings commonly known as the Brit Chadasha, the New Covenant. It is the only infallible, inerrant, and authoritative Word of God. We recognize its divine inspiration and accept its teachings as our final authority in all matters of faith and practice.

2. GOD

That the unity of God is taught in the Shema. God is one – echad: a united one, a composite unity, eternally existent in plural oneness. He is a personal God who created us; and He exists forever in three Persons: Father, Son, and Holy Spirit.

A. God the Father is the King of the Universe, immortal, invisible, the only wise God, without beginning and without end. He is Spirit. He sent His Son, Yeshua the Messiah, and draws people to Him.

B. God the Son is Yeshua – Jesus, the Messiah. He possesses both Divine and human natures. He was born of a virgin. The Son is God and is worshiped as God. He has always existed. He is the Passover Lamb who takes away the sin of the world. We believe in His sinless life and His perfect obedience to the Torah, His atoning death, burial, and bodily resurrection, His ascension into heaven, and His personal return in power and glory to this earth in order to consummate the prophesied purposes concerning His kingdom.

C. God the Holy Spirit is a person, possessing all the attributes of Deity. He was active in the creation of the universe and continues to be active through His providence. He convicts the world of sin, righteousness, and judgment; He regenerates, sanctifies, immerses, indwells, seals, empowers, illumines, guides, teaches, and gives gifts to all believers.

3. MAN

That man was created in the image of God but through disobedience fell and became separated from God. All men are born with a sinful nature. Man’s only hope for redemption is by having faith in Messiah Yeshua. This results in salvation and regeneration by the Ruach HaKodesh, which is the new birth. We believe that Yeshua died for our sins; that all who believe in Him are made right with God, not by any of their own works of righteousness, but by Messiah’s perfect righteousness and atoning blood; and that there is no other name under heaven by which we must be saved. Salvation has always been by faith; and that works of law, or righteous acts, have never saved anyone.

4. RESURRECTION AND JUDGMENT

A. In His promised coming in the air to receive Messianic Believers to Himself.

B. In the bodily resurrection of both the just and the unjust: the just to everlasting life and the unjust to eternal death and separation from God.

5. ISRAEL

That the election of Israel is irrevocable. We believe in the physical and spiritual restoration of Israel. A great miracle in our day has been the re-establishment of the state of Israel according to prophecy.

6. MESSIANIC JUDAISM

That Jewish people (physical descendants of Abraham through Isaac and Jacob, whether through patrilineal or matrilineal descent) who place their faith in Messiah Yeshua continue to be Jewish according to the Scriptures. Gentiles who place their faith in Yeshua are grafted into the Jewish Olive Tree of faith becoming spiritual sons and daughters of Abraham.

That all of God’s Word to Israel is still valid. We believe that “Biblical Judaism” is the faith of first-century believers, which we seek to practice. We believe that the Holy Days given by God to Israel with their fulfillment in the Messiah Yeshua are still valid and are worth observing.

We acknowledge that the New Covenant Messianic Community (the Church) is composed of both Jews and Gentiles who have received Yeshua the Messiah as the promised Redeemer. The “middle wall of partition” has been broken down, and now we worship the God of Israel together.

ARTICLE 4: MEMBERSHIP

4.01 Reception into Membership: All Messianic believers may apply for membership. For reception into membership, applicants must:

A. Have repented of their sins, and asked Messiah Yeshua into their hearts.

B. Have followed Messiah Yeshua in tevilah (immersion).

C. Have completed the application process for membership. This may be waived partially or totally at the discretion of the elders.

D. Have given evidence of agreement with Congregation Shema Yisrael’s doctrinal statement.

E. Not hold membership in any other congregation.

F. Have met with and received the approval of the Elders.

G. Members who can vote must be 21 years old. If they are 18 years old, independent of their parents and supporting the congregation, they may likewise vote. A child under 18 may be a member of the congregation but will be unable to vote.

4.02 Termination of Membership, Removal: Membership terminates automatically upon the death of a member or upon resignation or withdrawal from the fellowship. Membership may be terminated by the Board of Elders in its sole discretion at any time for just cause including but not limited to active and unrepentant conduct either verbally or by lifestyle that is contrary to Biblical standards of conduct for a believer; conduct demonstrating departure from the Statement of Faith or the spirit, purposes, or activities of the ministry of Congregation Shema Yisrael; is disruptive of the harmony of the body; or discontinuance of faith in the Messiah and the Scriptures. Such removal shall be in accord with Biblical principles as reflected in the “Principles and Procedures of Congregational Discipline” and the authority of the Elders according to Matthew 18.

4.03 Voting Rights of Membership: Members may vote to ratify or reject a resolution of the Elders for the purchase or sale of real property, the nomination of a new Rabbi, dismissal of the current Rabbi, or other matters to be determined by the Elders.

4.04 Annual Meeting: The annual meeting of the members shall be held in either the month of January or February. If the annual meeting is not held at that time, the Board shall cause the meeting to be held as soon thereafter as is convenient. All members may attend and make recommendations to the Elders. Members shall consider and vote on such matters as set forth in Section 4.03 as may come before the meeting. Robert’s Rules of Order shall govern the parliamentary procedure at all business meetings.

4.05 Special Meetings: Special meetings of the members may be called at any time by a majority of the Elders or the Rabbi of the Congregation.

4.06 Place of Meetings: All membership meetings shall be held at the Congregation’s principal place of meeting or at any other place determined by the Elders and stated in the notice of the meeting.

4.07 Notice of Meetings: Except as otherwise provided by statute, written notice of the time, place, and purposes of a membership meeting shall be given not fewer than 14 days nor more than 60 days before the date of the meeting. Notice shall be given either personally or by mail to each member of record entitled to vote at the meeting at his or her last address as it appears on the books of the corporation, or notice may be included by being prominently displayed in the Congregation’s newsletter or other periodical regularly published at least semiannually by or in behalf of the corporation and mailed at postage rates complying with the regulations of the United States postal service addressed to a member entitled to vote at the meeting not fewer than 14 nor more than 60 days before the meeting.

4.08 Record Dates: The Elders may fix in advance a record date for the purpose of determining members entitled to notice of and to vote at a membership meeting or an adjournment of the meeting, to express consent to or to dissent from a proposal without a meeting, or for the purpose of any other action. The date fixed shall not be more than 60 days nor fewer than 14 days before the date of the meeting nor more than 60 days before any other action.

4.09 List of Members: The Secretary of the corporation or the agent of the corporation having charge of the membership records of the corporation shall make and certify a complete list of the members entitled to vote at a membership meeting or any adjournment. The list shall be arranged alphabetically with the address of each member, be produced at the time and place of the membership meeting, be subject to inspection by any members during the whole time of the meeting, and be prima facie evidence of the members entitled to examine the list or vote at the meeting.

4.10 Quorum: Unless a greater or lesser quorum is required by statute, members present in person or by proxy who, as of the record date, represented fifty-one percent (51%) of the members entitled to vote at a membership meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, the meeting may be adjourned by vote of the members present.

4.11 Voting: Each member is entitled to one vote on each matter submitted to a vote. A vote may be cast either orally or in writing. When an action is to be taken by a vote of the members, it shall be authorized by a majority of the votes cast by the members entitled to vote unless a greater vote is required by statute.

4.12 Minutes: The Secretary shall record and maintain the minutes of all meetings of the Congregation.

ARTICLE 5: ELDERS

5.01 General Powers: The business, property, and affairs of the corporation shall be managed by the Board of Elders. The Elders shall oversee all the various areas of the Congregation’s life and shall have the authority to appoint chairmen of standing and special committees. As used in this Article, the term “Elder” means a member of the Board of Elders.

5.02 Number, Qualifications: There shall be not fewer than three nor more than five Elders on the Board as shall be fixed from time to time by the Board of Elders. The Rabbi shall be a member of the Board of Elders and its presiding officer by reason of his office. Elders shall be comprised of members who are born-again, water-baptized believers in Messiah Yeshua fulfilling the criteria specified in Scripture including 1 Timothy 3 and Titus 1, demonstrating spiritual maturity, secular wisdom, and a call of God to serve in such capacity and to assist the Rabbi in ministering to the spiritual needs of the congregation as assigned by and under the direction of the Rabbi. In addition to the administration of the temporal affairs of the Congregation as herein described, the office of Elder is also an ecclesiastical office as set forth in Article 11, Section 11.11.

5.03 Selection, Board Vacancies; Interim Action: Vacancies on the Board of Elders shall be filled as soon as a qualified candidate is or candidates are determined in accordance with the following provisions. A vacancy on the Board may be filled with a person nominated by the Rabbi and affirmed by the remaining Elders of the Board. The Elders shall first present to the members those who they perceive as the choice of the Spirit of God. Members of the Congregation are encouraged to come to the Elders within two weeks after initial notification if they have reservations about the nomination (Acts 14:23), after which the Elders shall accept or reject the nominee as an Elder.

During any period in which there are four Elders, one of which is the Rabbi, the Rabbi’s vote shall be determinative in the event of a tie vote. If at any time there are fewer than three Elders on the Board, action by the remaining Elders or Elder, as the case may be, shall constitute the action of the Board until such time as any vacancy is or vacancies are filled provided, however, that, if there is only one Elder, he will consult with the Finance Committee or Council regarding any expenditures that are not usual and customary. During any period in which there are only two Elders, one of which is the Rabbi, the Rabbi’s vote shall be determinative in the event of a tie vote. In the event that there should be no Elders, those vacancies shall be filled by a two-thirds vote of the members present at a meeting duly called for that purpose at which there is a quorum.

5.04 Tenure: Elders shall serve until death, resignation, or removal.

5.05 Resignation: An Elder may resign at any time by providing written notice to the corporation. Notice of resignation will be effective on receipt or at a later time designated in the notice. A successor shall be appointed as provided in Section 5.06 of the bylaws.

5.06 Removal: An Elder other than the Rabbi may be removed at any time for violation of the criteria specified in Scripture including 1 Timothy 3 and Titus 1 or as outlined in Congregation Shema Yisrael’s “Principles and Procedures of Congregational Discipline” and by a vote of the majority of the remaining Elders. In the event of a tie vote, the Rabbi’s vote will be the determining one. The Rabbi may be removed only as set forth in Sections 6.03 and 11.04.

5.07 Annual Meeting: An annual meeting shall be held each year in either the month of January or February immediately before the annual membership meeting. If the annual meeting is not held at that time, the Board shall cause the meeting to be held as soon thereafter as is convenient.

5.08 Regular Meetings: Regular meetings of the Board may be held at the time and place as determined by a Board resolution without notice other than the resolution.

5.09 Special or Emergency Meetings: Special or emergency meetings of the Board may be called by the Rabbi or a two-thirds majority of the Elders at a time and place as determined by those persons authorized to call the meeting. Except for an emergency meeting, notice of the time and place of special meetings shall be given to each Elder in any manner at least three days before the meeting.

5.10 Statement of Purpose: Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board need be specified in the notice for that meeting except in the case of removal of the Rabbi or an Elder, in which case notice of the time and place of such meeting shall be given to each Elder in any manner at least three days before the meeting.

5.11 Waiver of Notice: The attendance of an Elder at a Board meeting shall constitute a waiver of notice of the meeting except where an Elder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. In addition, the Elder may submit a signed waiver of notice that shall constitute a waiver of notice of the meeting.

5.12 Meeting by Telephone or Similar Equipment: An Elder may participate in a meeting by conference telephone, electronic, or any similar communications equipment through which all persons participating in the meeting can hear or otherwise simultaneously interact with each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

5.13 Quorum: A majority of the Elders then in office constitutes a quorum for the transaction of any business at any meeting of the Board. Actions voted on by a majority of Elders then in office shall constitute authorized actions of the Board.

5.14 Consent to Corporate Actions: Any action required or permitted to be taken pursuant to Board authorization may be taken without a meeting if, before or after the action, all Elders consent to the action in writing. Written consents shall be filed with the minutes of the Board’s proceedings.

5.15 Compensation: Elders shall receive no compensation for their services on the Board of Elders. The preceding shall not, however, prevent the corporation from purchasing insurance as provided in Section 8.11; nor shall it prevent the Board of Elders from providing reasonable compensation to the Rabbis, officers, or employees for their services as such or to an Elder for services which are beyond the scope of his or her duties as an Elder or from reimbursing any Elder for expenses actually and necessarily incurred in the performance of his or her duties as an Elder.

5.16 Minutes: The Secretary shall record and maintain minutes of all meetings of the Elders.

5.17 Committees: The Elders may establish committees and appoint committee chairpersons who shall moderate the meetings of their committees. All chairpersons shall be responsible to report on their areas of oversight to the Elders. The Rabbi shall be an ex officio member of all other boards or committees.

ARTICLE 6: OFFICERS

6.01 Number: The officers of the corporation shall be appointed by majority vote of the Board of Elders. The officers shall be a president, a secretary, and a treasurer. There may also be a chairperson, vice president, and such other officers as the Board deems appropriate. Two or more offices may be held by the same person; but such person shall not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or by the president or by the Board to be executed, acknowledged, or verified by two or more officers.

6.02 Term of Office: Each officer shall hold office for the term appointed and until a successor is appointed and qualified except that the Rabbi’s service as president shall be coincident with his service as Rabbi. An officer may resign at any time by providing written notice to the corporation. Notice of resignation is effective on receipt or at a later time designated in the notice.

6.03 Removal: An officer appointed by the Board may be removed with or without cause by vote of a two-thirds majority of the Board provided, however, that removal of the Rabbi as President may only be for violation of the criteria specified in Scripture including 1 Timothy 3 and Titus 1 or as outlined in Congregation Shema Yisrael’s “Principles and Procedures of Congregational Discipline” and shall also require a two-thirds majority vote of the Congregation’s members at a duly called meeting of the congregation called for that purpose. Removal shall be without prejudice to the person’s contract rights, if any. Appointment to an office does not of itself create contract rights.

6.04 Vacancies: A vacancy in any office for any reason may be filled by the Board of Elders.

6.05 President: The Rabbi, by reason of his office as such, shall serve as president and chief executive officer of the corporation and as the presiding officer of the Board of Elders and shall have authority over the general control and management of the business and affairs of the corporation. The president shall have power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation subject to approval of the Board of Elders. The president shall sign all corporate documents and agreements on behalf of the corporation unless the president or the Board instructs that the signing be done with or by some other officer, agent, or employee. The president shall see that all actions taken by the Board are executed and shall perform all other duties incident to the office. This is subject, however, to the president’s right and the right of the Board to delegate any specific power to any other officer of the corporation.

6.06 Vice President: The vice president, if any, shall have the power to perform duties that may be assigned by the president or the Board. If the president is absent or unable to perform his or her duties, the vice president shall perform the president’s duties until the Board directs otherwise. The vice president shall perform all duties incident to the office.

6.07 Secretary: The secretary shall (a) keep minutes of all Board and Congregation meetings; (b) be responsible for providing notice to each member or Elder as required by law the articles of incorporation or these bylaws; (c) be the custodian of corporate records; (d) keep a register of the names and addresses of each member, officer, and Elder; and (e) perform all duties incident to the office and other duties assigned by the president or the Board.

6.08 Treasurer: The treasurer shall (a) have charge and custody over corporate funds and securities, (b) keep accurate books and records of corporate receipts and disbursements, (c) deposit all moneys and securities received by the corporation at such depositories in the corporation’s name that may be designated by the Board, (d) complete all required corporate filings, (e) be responsible for the provision of receipts for contributions in conformity with the requirements of the Internal Revenue Service, and (f) perform all duties incident to the office and such other duties assigned by the president or the Board.

6.09 Compensation: Reasonable compensation of officers other than president for services performed for the corporation shall be determined by the president subject to approval by the Board of Elders.

ARTICLE 7: CORPORATE DOCUMENT PROCEDURE

All corporate documents (including stocks, bonds, agreements, insurance and annuity contracts, qualified and nonqualified deferred compensation plans, checks, notes, disbursements, loans, and other debt obligations) shall not be signed by any officer, designated agent, or attorney-in-fact unless authorized by the Board or by these bylaws.

ARTICLE 8: INDEMNIFICATION

8.01 Nonderivative Actions: Subject to all of the other provisions of this article, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding. This includes any civil, criminal, administrative, or investigative proceeding whether formal or informal (other than an action by or in the right of the corporation). Such indemnification shall apply only to a person who was or is an Elder or officer of the corporation or who was or is serving at the request of the corporation as an Elder, officer, partner, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit. The person shall be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation provided, however, that the preceding shall not require the corporation to indemnify any person for any liability, tax, or expense to the extent that it is inconsistent with the corporation’s tax-exempt status under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code or would result in the imposition of tax under Section 4958 of the Internal Revenue Code. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or on a plea of nolo contendere or its equivalent shall not by itself create a presumption that (a) the person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.

8.02 Derivative Actions: Subject to all of the provisions of this article, the corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor because (a) the person was or is an Elder or officer of the corporation or (b) the person was or is serving at the request of the corporation as an Elder, officer, partner, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether or not for profit. The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation provided, however, that the preceding shall not require the corporation to indemnify any person for any liability, tax, or expense to the extent that it is inconsistent with the corporation’s tax-exempt status under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code or would result in the imposition of tax under Section 4958 of the Internal Revenue Code. Moreover, indemnification shall not be made for any claim, issue, or matter in which the person has been found liable to the corporation unless and only to the extent that the court in which such action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for the expenses that the court considers proper.

8.03 Expenses of Successful Defense: To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 8.01 or 8.02 of this article or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.

8.04 Contract Right; Limitation on Indemnity: The right to indemnification conferred in this article shall be a contract right and shall apply to services of an Elder or officer as an employee or agent of the corporation as well as in such person’s capacity as an Elder or officer. Except as provided in section 8.03 of this article, the corporation shall have no obligations under this article to indemnify any person in connection with any proceeding or part thereof initiated by such person without authorization by the Board.

8.05 Determination That Indemnification Is Proper: Any indemnification under Sections 8.01 or 8.02 of this article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case. The corporation must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in Sections 8.01 or 8.02, whichever is applicable. Such determination shall be made in any of the following ways:

(a) By a majority vote of a quorum of the Board consisting of Elders who were not parties to such action, suit, or proceeding.
(b) If the quorum described in clause (a) above is not obtainable, then by a committee of Elders who are not parties to the action. The committee shall consist of not fewer than two disinterested Elders.
(c) By independent legal counsel in a written opinion.

8.06 Proportionate Indemnity: If a person is entitled to indemnification under sections 8.01 or 8.02 of this article for a portion of expenses including attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

8.07 Expense Advance: Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections 8.01 or 8.02 of this article may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding on receipt of an undertaking by or on behalf of the person involved to repay the expenses if it is ultimately determined that the person is not entitled to be indemnified by the corporation. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made but need not be secured.

8.08 Nonexclusivity of Rights: The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

8.09 Indemnification of Employees and Agents of the Corporation: The corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of Elders and officers of the corporation.

8.10 Former Elders and Officers: The indemnification provided in this article continues for a person who has ceased to be an Elder or officer and shall inure to the benefit of the heirs, executors, and administrators of that person.

8.11 Insurance: The corporation may purchase and maintain insurance on behalf of any person who (a) was or is an Elder, officer, employee, or agent of the corporation or (b) was or is serving at the request of the corporation as an Elder, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. Such insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have power to indemnify against such liability under this article or the laws of the state of Michigan.

8.12 Changes in Michigan Law: If there are any changes in the Michigan statutory provisions applicable to the corporation and relating to the subject matter of this article, then the indemnification to which any person shall be entitled shall be determined by such changed provisions but only to the extent that any such change permits the corporation to provide broader indemnification rights than such provisions permitted the corporation to provide before any such change.

ARTICLE 9: COMPENSATION

When authorized by the Board, a person shall be reasonably compensated for services rendered to the corporation as an officer, employee, agent, or independent contractor except as prohibited by these bylaws.

ARTICLE 10: FISCAL YEAR, FINANCES, PROPERTY

10.1 Deposit Accounts: The Board of Elders shall determine and select a banking or savings and loan institution and authorize the opening of a checking account in the name of the corporation and such other accounts as the Board may from time to time determine. The Board of Elders may from time to time and in its sole discretion change the designated institution or elect to engage the services of more than one such institution.

10.2 Deposit of Receipts: All receipts of the corporation whether contributions, proceeds from activities conducted by the corporation, or otherwise and whether received in cash, check, or money order shall be deposited and maintained in the account or accounts at the financial institution selected by the Board of Elders.

10.3 Contributions, Accounting: All contributions shall be accounted for as such. Recording of identified contributions will include the date, amount, and identification of the contributor. Receipts for identified contributions will be issued at least annually at the close of the calendar year and will conform to all requirements of the Internal Revenue Code and Treasury Regulations regarding deductibility.

10.4 Audit or Review: The Board of Elders may provide for a periodic audit, review, or compilation of the corporation’s accounts.

10.5 Disbursements: All expenditures shall be authorized by the Board of Elders. Routine and recurring expenses do not require prior approval of the Board of Elders. The President may authorize non-budgeted, individual disbursements or withdrawals of up to two thousand dollars ($2,000.00) without prior Board approval and properly documented, budgeted, or regular expenses in any amount.

10.6 Reimbursed Expenses: The Board of Elders shall adopt and maintain an accountable expense reimbursement policy that conforms with the requirements of the Internal Revenue Service regarding non-taxable expense reimbursements.

10.7 Credit Card Authorization: The Board of Elders may approve the application for and use of a credit card issued in the name of the corporation and one or more officers or employees for the purpose of facilitating the transaction of corporate business and/or travel on behalf of the corporation. Use of any such credit card shall be for corporate purposes only, and no personal expenses may be incurred by any user on such account. Every authorized user shall account to the Treasurer on the first day of each month by submitting the receipts for expenses so incurred, and the same shall be reported to the Board of Elders at each regular meeting.

ARTICLE 11: ECCLESIASTICAL STRUCTURE AND GOVERNMENT

11.01 Ecclesiastical Offices: Ecclesiastical offices shall include Rabbi, Associate Rabbi, Elder, and Deacon. Associate Rabbis shall be selected by the Rabbi and ratified by the Board of Elders. Deacons shall be selected by the Rabbi and ratified by the Board of Elders. They shall assist the Rabbi and Associate Rabbis in the conduct of ministry to the congregation as more fully hereinafter set forth.

11.02 Rabbi: The Rabbi, acting under the Lordship of Messiah Yeshua in submission to the Holy Scriptures and dependent upon the leadership of the Holy Spirit, will guide the corporation in all matters which affect its spiritual life and direction. The Rabbi shall have the primary responsibility for developing and executing the policies, goals, and practices for the spiritual enrichment of Congregation Shema Yisrael. The Rabbi has full ecclesiastical authority to perform all sacerdotal duties and has authority to make all decisions that directly affect the spiritual life and direction of the corporation in relation to its objectives, purpose, practices, and doctrinal beliefs subject only to unanimous contrary determination by the remaining members of the Board of Elders. In the event of a tie vote, the vote of the Rabbi shall be determinative. He shall oversee the structure of worship services and classes for the Congregation.

11.03 Selection, Term of Office: The Rabbi shall be selected by two-thirds majority vote of the Board of Elders and ratified by two-thirds of the members present at a duly called congregational meeting and shall serve until death, resignation, or removal.

11.04 Removal: The Rabbi may be removed from such office only for violation of the criteria specified in Scripture including 1 Timothy 3 and Titus 1 or as outlined in Congregation Shema Yisrael’s “Principles and Procedures of Congregational Discipline” upon the unanimous recommendation of the remaining Elders and a two-thirds majority vote of the Congregation’s members, such vote to be conducted at a duly called meeting of the congregation called for that purpose.

11.05 Compensation: The Rabbi shall be entitled to reasonable compensation for his services as such, and the same shall be determined by the Board of Elders after consultation with the Finance Committee or Council.

11.06 Associate Rabbi: There may be Associate Rabbis who shall have full ecclesiastical authority to perform all sacerdotal duties and shall assist the Rabbi under his direction and supervision in the shepherding of the flock.

11.07 Selection, Term of Office: Associate Rabbis shall be selected by the Rabbi and confirmed by the Board of Elders to serve at the pleasure of the Rabbi for an indefinite term under the supervision of the Rabbi.

11.08 Duties and Responsibilities: The ecclesiastical duties and responsibilities of Associate Rabbis shall be determined by the Rabbi. They may also be assigned administrative duties by the Rabbi acting as President of the corporation.

11.09 Removal: Associate Rabbis serve at will and under the supervision of the Rabbi and may be removed from such office with or without cause by the Rabbi with approval of the Board of Elders. In the event that the Associate Rabbi is a member of the Board of Elders, he shall take no part in the vote; and, in the event of a tie vote, the Rabbi’s vote shall be the determining one.

11.10 Compensation: The compensation of Associate Rabbis shall be determined by the Rabbi and ratified by the Board of Elders.

11.11 Elders: Elders shall be members who are born-again, water-baptized believers in Messiah Yeshua fulfilling the criteria specified in Scripture including 1 Timothy 3 and Titus 1 demonstrating spiritual maturity, secular wisdom, and a call of God to assist the Rabbi in ministering to the spiritual needs of the congregation as assigned by and under the direction of the Rabbi and as leaders in the temporal matters of the ministry.

11.12 Selection, Term of Office: Elders shall be selected in accordance with Article 5, Section 5.03, and serve without compensation until death, resignation, or removal.

11.13 Deacons, Qualifications: Deacons shall be comprised of members fulfilling the criteria specified in Scripture including 1 Timothy 3 and Titus 1.

11.14 Nomination and Appointment: New Deacons can be recommended by any Elder. Upon approval by the Board of Elders, they will then be installed in such office.

11.15 Duties: The Deacons shall assist the Elders and oversee the responsibilities assigned to them by the Elders.

11.16 Removal: Deacons may be removed at any time for violation of the criteria specified in Scripture including 1 Timothy 3 and Titus 1 or as outlined in Congregation Shema Yisrael’s “Principles and Procedures of Congregational Discipline” and by a vote of the majority of the Elders. In the event of a tie vote, the Rabbi’s vote will be the determining one.

ARTICLE 12: ORDINANCES AND MEETINGS

12.01 Ordinances: The Ordinances of the Synagogue are Water Baptism and the Lord’s Supper.

12.02 Water Baptism: The ordinance of baptism by immersion in water shall be administered to all those who have repented of their sins, who have believed in Messiah Yeshua to the saving of their souls, who give clear evidence of their salvation, and who present themselves for baptism.

12.03 Meetings: Meetings for public worship, the ministry of the Word of God, and such other ministry as the Holy Spirit may initiate shall be held each Sabbath, during the week, and at such other times as the Rabbi may determine.

ARTICLE 13: ORDINATION, CREDENTIALS

13.1 Authority: Congregation Shema Yisrael is authorized and empowered to ordain candidates to ministry as a Rabbi. Credentials for ministry as hereinafter described may be issued only by the Board of Elders.

13.02 Credentials, Qualifications Credentials: which may be issued; and the qualifications, therefore, are as follows.

13.02(a) Ordination: Ordination confers full ecclesiastical authority and may be granted to one who is of proven experience and character according to 1 Timothy 3:2-7, Titus 1:7-9, and Acts 6:3; has demonstrated ability to undertake the burdens and charges of the ministry; is in agreement with the doctrine, vision, principles, and spirit of the ministry of Congregation Shema Yisrael; and willingly accepts the spiritual headship of the Rabbi. No candidate shall be ordained until he shall have been engaged in the active work of ministry according to Ephesians 4:11 and shall have met prescribed training course requirements or their equivalent.

13.03 Authority, Duties, and Responsibilities: Ordained rabbis may conduct worship services, solemnize marriages consistent with the laws of the states wherein they minister, preach and teach religious doctrine and principles, officiate at funerals, administer the ordinances of the Synagogue including but not limited to the Lord’s Supper and Water Baptism, and perform all other sacerdotal functions consistent with ordained ministry.

13.04 Procedures, Limitations, Renewal, Transfer, Revocation, Liability: Every candidate for ordination shall submit an “Application for Ordination” obtainable from the Synagogue office, be available for personal interview by the Rabbi and Board of Elders, and otherwise comply with such other requirements as the Rabbi and the Board of Elders may deem necessary to their evaluation of the candidate.

13.05(a) Credentials are issued with the understanding that the Ordinand will not hold credentials with any other denomination, independent body, or fellowship of synagogues or churches in the United States of America or elsewhere, except by consent of the Rabbi.

13.05(b) Credentials may be revoked at any time upon substantiation of charges of moral turpitude, departure from the Statement of Faith or doctrine of Congregation Shema Yisrael, misconduct demonstrating a lack of fitness for the ministry as the same may be determined in the sole judgment of the Rabbi and Board of Elders, expressed disharmony with the leadership and/or vision and spirit of the ministry of Congregation Shema Yisrael, or a manifest spirit of rebellion.

13.05(c) Congregation Shema Yisrael’s responsibility to or for credential holders is spiritual in nature; and neither the corporation nor the Rabbi nor the Board of Elders shall be liable for any acts, conduct, decisions, or omissions of its credential holders. Credentials alone confer no agency on behalf of the Synagogue.

ARTICLE 14: IN CASE OF UNSETTLED DISPUTES

In the case that a problem arises or there is a dispute that cannot be resolved by the Elders or the Rabbi, they will be obligated to submit the matter for judgment to the president of the Association of Messianic Congregations, or to the leadership of some other Christian denomination, or to a majority vote of the members of Congregation Shema Yisrael, or to a special group of Christian or Messianic Jewish leaders that the Elders mutually agree upon that may be convened for the purpose of resolving the problem or dispute. The Rabbi will have the right to decide which organization or group or denomination the matter will be submitted to. The recommendation of the president of the Association of Messianic Congregations or the recommendation of those he delegates to assist him, or the recommendation of the leadership of some other Christian denomination, or the recommendation of a majority vote of Congregation Shema Yisrael, or the recommendation of a special group of Christian and Messianic Jewish leaders that the Elders mutually agree upon that may be convened for the purpose of resolving the problem or dispute will then be considered final and binding; and the dispute, settled.

ARTICLE 15: AMENDMENTS

15.01 Submittal: Proposed Amendments to these Bylaws may be made by an Elder at any time. At least one week will be given to the Elders to consider the proposed amendment before the amendment can be approved.

15.02 Approval: Proposed amendments to these Bylaws must be approved by a majority of the Elders including the Rabbi at a duly-called meeting of the Elders.

ARTICLE 16: IN CASE OF THE DISSOLUTION OF THE CONGREGATION

Upon the dissolution of the corporation, the Elders, after paying or making provision for payment of all of the liabilities of the corporation, shall dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law) as the Elders shall determine. Any of such assets not so disposed shall be disposed of by the Circuit Court of Oakland County, Michigan, if the principal office of the corporation is located in the said county at the time of the dissolution of the said corporation or by the Circuit Court (or equivalent thereof) of the county in which the principal office of the corporation is then located exclusively for such purposes or to such organization or organizations as the said Court shall determine, which are organized and operated exclusively for such purposes.