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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
- 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.
- To be a congregation which fosters the spiritual
growth of all Messianic Believers who have asked
Messiah Yeshua into their hearts.
- To be a congregation which leads others, especially
Jewish people, to God and His Messiah Yeshua.
- To be a congregation which demonstrates our
unity with the Body of Messiah worldwide.
- To be a congregation which 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 less 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 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 less 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, or 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 less 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. They 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 less 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 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 less 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
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, 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 a 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 less 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 n 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 Board of Elders approval. The President
may authorize non-budgeted, individual disbursements
or withdrawals of up to $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
which 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 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 therefor
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
By-laws 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.
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