By-Laws

 

By-Law No. 1 (the/this “By-Law”)
A by-law relating to the transaction of the affairs of
Congregation Habonim of Toronto
(as adopted at the Annual Meeting on June 5, 2013)

BE IT ENACTED as a by-law of Congregation Habonim of Toronto (the “Congregation”), as follows.

Article 1.        Name; Incorporation; Location

1.1     The name of the Congregation is and shall be: Congregation Habonim of Toronto.

1.2     The Congregation was incorporated as a corporation without share capital pursuant to Part III of the Corporations Act, R.S.O. 1990 c.38, and shall be continued pursuant to the Not-For-Profit Corporations Act, 2010 (the latter hereinafter called the “Act”).

1.3     The head office of the Congregation shall be in Metropolitan Toronto, Province of Ontario, and at such place therein as the Board of Directors may from time- to-time determine.  The Board of Directors may establish such other offices as the affairs of the Congregation may require.

Article 2.        Objectives, Aims and Purposes

2.1     The objectives, aims and purposes of the Congregation shall be:  to provide its Members (as such term is defined in Article 3 below) with a place of religious and spiritual expression within the Liberal Jewish movement in accordance with the Congregation’s traditional and evolving egalitarian, democratic, humanitarian and spiritual values, respecting the age-old values of the Jewish people, along with the morals and values of its current Members. The Congregation will also provide programs and activities that enhance the lives of the Jewish community and the general community, and will actively support the people and the State of Israel.  Given that the Congregation was founded by survivors and refugees from the Holocaust, the objectives, aims and purposes will also include an emphasis on Holocaust commemoration and education.  The Congregation includes among its objectives, aims and purposes the Jewish value of Tikkun Olam, the mending of our world.

2.2.    The Congregation shall not be operated for pecuniary profit or gain.

2.3     The fiscal year of the Congregation shall terminate on such day in each year as the Board of Directors may determine by resolution from time-to-time, such current fiscal year ending on December 31 (the “Fiscal Year”).

Article 3.        Membership

3.1     Wherever the term Member is used herein, it means a member of the Congregation who is in good standing with/at the Congregation, including a person who has paid her/his Annual  Dues as required by Articles 4.1 and 4.2, or with respect to whom such dues have been paid.

3.2     Any person aged eighteen (18) and over, who identifies with or is connected to the Jewish faith, as determined by the Board of Directors, shall be eligible to apply for membership in the Congregation.  The spouse of a married Member, and the person living in a common-law relationship with a Member (“Spouses”) shall be a Member and have the rights and obligations of Membership.

3.3     If the Board of Directors approves an application for Membership, which it may do in its sole discretion, exercised reasonably and in good faith, the applicant shall be declared duly admitted as a Member upon the Congregation’s receipt of payment of the applicable annual dues (unless the Board of Directors has granted an adjustment of such dues pursuant to Article 4.2), shall be entitled to all rights and privileges of Membership, and shall be bound by the by-laws and all regulations adopted by the Congregation.

3.4     Every Member in good standing, who conforms to the by-laws of the Congregation and who is not in arrears of dues or otherwise indebted to the Congregation, shall be entitled to receive notice of, to attend, and to vote at, all meetings of the Members.

3.5     Each Member of the Congregation shall, at all meetings of Members, be entitled to one (1) vote, and may vote by proxy, the form of which shall be made available to Members with or before notice of the Members’ meeting.  By exception, if authorized by the President prior to the meeting, a Member may vote by mail, or by telephonic or electronic means.

3.6     In this By-Law, “Dependent Child” or “Dependent Children” shall mean:

(a)      an unmarried child or stepchild of a Member living in the Member’s home, who is under the age of twenty-one (21) years of age, or under twenty-six (26) years of age but in full-time attendance at school and living either in the Member’s home or at school; and

(b)     a child who is incapacitated, and is of an age such that the child no longer qualifies as a Dependent Child under Article 3.6(a).  A person is considered incapacitated if he or she is dependent on the Member for support, maintenance and care due to a mental or physical disability.

3.7     The Board of Directors may periodically request written evidence of the Dependent Child’s aforesaid status.

3.8     Every Member in good standing, who conforms to the by-laws of the Congregation and who is not in arrears of dues or otherwise indebted to the Congregation, and such Member’s Dependent Children, shall be entitled to the following privileges:

(a)          to participate in all educational, cultural and social programs of the Congregation upon payment of the required fees, if any;

(b)         to receive non-transferable tickets for attendance at services on Rosh Hashanah and Yom Kippur, without charge;

(c)          to attend, without charge, and to participate in other religious services; and

(d)          to use the facilities of the Congregation, for themselves and for members of their immediate family, for weddings, Bar/Bat Mitzvahs or other life-cycle events, upon payment of the required fees and expenses.

3.9     Effective September 1st, 2000, children of existing Members, who apply to become Members prior to their thirtieth (30th) birthday, shall have priority to become Members over all other applicants for Membership.  Children of existing Members who apply to become Members after their thirtieth (30th) birthday shall not be given any priority, and will be treated the same as all other applicants for Membership.

3.10    The total Membership of the Congregation shall be determined by the Board of Directors from time–to-time.

3.11    Any Member may withdraw or resign as a Member at any time by giving written notice to that effect to the Secretary of the Congregation.

3.12    Membership in the Congregation is non-transferable.

3.13    Any Member may be removed or suspended as a Member: if she/he no longer has the Membership eligibility requirements set forth above; or  for a reason set forth in any of Articles 3.14, 4.2 and 4.3, by the vote of seventy-five (75%) of the Board of Directors, evidenced by resolution, subject to the Member being given:

(a)           at least fifteen (15) days written notice of a suspension or removal from Membership, with basic reason(s); and

(b)           the opportunity to be heard orally in writing, or in another format as determined by the President, not less than five (5) days before the suspension or removal from Membership becomes effective.

3.14    The Board of Directors may suspend or remove any Member who fails to pay his or her  annual dues per Article 4, is otherwise indebted to the Congregation, or who, in the opinion of the Board of Directors: is guilty of conduct unbecoming of a Member of the Congregation, wherever such conduct is committed, including, without limitation, conduct unbecoming to the Membership of the Congregation or conduct contrary to the standard of good citizenship in the Toronto Jewish community or the Canadian community at large; or if his or her behavior poses a likelihood of danger to self, Members, or the public, or poses a disruption to the Congregation’s religious services or activities.

3.15    The Board of Directors may, from time-to-time, appoint honorary members.  Honorary membership is not a class of Membership.  For greater certainty, honorary members may not vote and do not have any privileges of Membership unless, and to the extent, so granted by the Board of Directors.

Article 4.        Annual Dues

4.1     Annual dues to be paid by each Member shall be fixed by the Board of Directors (“Annual Dues”).  Written notice of the recommendation of the Board of Directors shall be given by the Secretary to each Member at least fourteen (14) days prior to the date of the Annual Meeting at which the recommendation shall be voted upon.

4.2     Annual Dues must be paid by each Member by the date determined for each year by the Board of Directors.  Any Member failing to pay the requisite Annual Dues by that date shall be so notified in writing by the Treasurer of such failure and of the Membership consequence of failure to cure same.  If, within thirty (30)days from receipt of such notice, the delinquent Member fails to pay the Annual Dues, the Board of Directors may suspend or remove such Member from Membership pursuant to Articles 3.13 and 3.14 (which, for greater certainty, means suspending or removing the privileges of the Member and his or her Dependent Children), unless the Board of Directors is satisfied, upon request, that such failure is due to financial, social, medical or other hardship or need, in which event the Board of Directors may adjust the amount of Annual Dues payable and/or their due date(s).    

4.3     Subject to the Board of Directors determining otherwise under Article 4.2, two (2) such Article 4.2 notices within a three (3) year period shall entail the removal from Membership per Articles 3.13 and 3.14.

Article 5.        Officers; Staff

5.1     The officers of the Congregation shall be chosen from amongst the Board of Directors, namely: the President; a Vice-President, if the Board of Directors so decides, with the intention that the Vice-President succeeds the President in the normal course; the Treasurer; and the Secretary (collectively, the “Officers”).

5.2     The President shall act as the chairperson at all meetings of the Congregation and the Board of Directors.  The President shall be the chief executive officer of the Congregation, and she/he shall, subject to the Board of Directors’ supervision set forth in Article 6.1,  have the general and active executive, operational and administrative authority over, and management of, all the property, business and affairs of the Congregation, and shall have such duties and privileges as are usually incident and customary to the office and affairs of the president of a Canadian not-for-profit religious organization.

5.3     The Vice-President, if any, shall assist the President in carrying out the duties necessary to the administration of the Congregation.  He/she shall act in the President’s stead when requested to do so by the President, or in the event of the disability, unavailability or resignation of the President, and then only until the President is replaced as herein provided.

5.4     The Secretary shall keep the records of the meetings of the Members and meetings of the Board of Directors.  The Secretary may sit in on all Committee meetings in order to keep record thereof.  The Secretary shall notify all Officers and Directors of their election and shall keep records of the names and addresses of all Officers, Directors and Committee Chairs.  The Secretary shall issue notices of all meetings of the Congregation and the Board of Directors.  The Secretary shall retain the custody of all documents of the Congregation, and, where required, shall, other than any general manager’s correspondence, attend to the correspondence required.

5.5     The Treasurer shall at all times keep a complete roster of the Membership of the Congregation.  The Treasurer shall supervise and control the Congregation’s financial books and records.  The Treasurer shall be the custodian of all funds and pay all bills of the Congregation.  The Treasurer shall report to the Board of Directors on the financial affairs of the Congregation whenever required to do so, and shall present to the Annual Meeting (as such term is defined in Article 7.1), in writing, itemized accounts of all moneys received and all disbursements.

5.6     All moneys, securities and other valuable effects are to be deposited in the name, and to the credit, of Congregation Habonim, with such chartered bank or trust company, or in the case of securities, with such registered dealer in securities, as may be designated by the Board of Directors.

5.7     Immediately after every second/alternate Annual Meeting, the Board of Directors shall appoint the Officers for a term of two (2) years, and they shall continue in office until their successors are elected.   However, no Officer may serve more than four (4) consecutive terms.

5.8     The Board of Directors may decide that a person hold two (2) elective offices concurrently.

5.9     The Officers shall manage the affairs and operations of the Congregation, subject to the supervision and instructions of the Board of Directors.

5.10    The Board of Directors may hire or engage a general manager and other officers, as it deems necessary, on such terms and conditions, and with such power and authority, as the Board of Directors may decide from time-to-time.

5.11    A vacancy in the case of an Officer, however caused, may, so long as a quorum of Directors remains in office, be filled by the Board of Directors, but no later than immediately after the next Annual Meeting of the Congregation at which the Directors for the ensuing term are elected. However, if there is no quorum of Directors, the remaining Directors shall forthwith call a meeting of the Members of the Congregation to fill the vacancy.

5.12    The Board of Directors may, by majority vote, remove any and all of the Officers, with or without cause, at any meeting called for such purpose, and may appoint a person, who is not a member of the Board of Directors, as an Officer to succeed the person so removed.

5.13 Upon the recommendation of the President, and with the approval of the Board of Directors, or upon the recommendation and approval of the Board of Directors, such employees or independent contractors as may be deemed necessary for the conduct of Congregational affairs and religious services will be hired or appointed, as the case may be, for a term. The remuneration of such employees and/or contractors will be proposed by the President, but shall be decided by the Board of Directors unless the remuneration in question is less than ten thousand dollars ($10,000) per year, in which latter event it shall be decided solely by the President.

5.14    No Officer who is a Director shall receive any remuneration with respect to any duties performed by the Officer on behalf or for the benefit of the Congregation. However, an Officer may be reimbursed for direct, reasonable disbursements upon presentation of supporting receipts to the Treasurer, but no such reimbursement may be effected for amounts in excess of five hundred dollars ($500) unless pre-approved in writing by the President or the Board of Directors, as the case may be, in accordance with the parameters set forth in Articles 9.3 and 9.4, respectively.

Article 6.        Board of Directors

6.1     The affairs, operations, management and property of the Congregation shall be supervised by a Board of Directors (including the Officers) composed of twelve (12) Directors, or, as permitted by the Act, such other number within the range set out in the Congregation’s articles of incorporation and determined from time-to-time by resolution of the Board of Directors.  The Directors, when elected, must then be, and remain throughout their respective terms, Members.  Half of the Directors shall be elected to hold office at each Annual Meeting for a term of two (2) years, and the other half  shall be elected to hold office at each subsequent/alternate Annual Meeting for a term of two (2) years, so that at each Annual Meeting, half of the Directors shall retire and be replaced by newly elected  Directors, but those who must so retire shall be eligible for re-election, if otherwise qualified.

6.2     It is the intention that, at each Annual Meeting, the Members shall elect at least one (1) Director  who is under the age of thirty-five (35) and one (1) Director who is under the age of thirty (30).

6.3     No Director may serve more than four (4) consecutive terms.

6.4     Without limiting the eligibility requirements of the Act, every Director shall be eighteen (18) or more years of age, and no Director shall be a salaried employee of the Congregation, have the status of bankrupt, be incapable of managing property as determined under theSubstitute Decisions Act, 1992 or Mental Health Act, or be a person who has been found incapable by any court in Canada or elsewhere.

6.5     Without limiting the application of the Act, a Director shall cease to be a Director:

(a)          if that person resigns as a Director by delivering a written resignation to the Secretary of the Congregation;

(b)         if that person fails to attend over fifty percent (50%) of the meetings of the Board of Directors in each year of his or her term, or fails to attend three (3) consecutive meetings of the Board of Directors, unless, in either case, the Board of Directors agrees that this was a result of illness or other good reason;

(c)          if the Members of the Congregation, by resolution passed by a majority of the votes cast, in person and by proxy, at a meeting of Members duly called for that purpose, remove that person from office;

(d)         by resolution passed by seventy-five percent (75%) of the Board of Directors, excluding the Director who is the subject of said resolution;

(e)         if that person ceases to be a Member of the Congregation; or

(f)          on the death of the Director.

6.6     At least fourteen (14) days prior to each Annual Meeting, the Board of Directors shall, in the Congregation’s Bulletin, advise the Members as to  those members of the Board of Directors  whose two (2) year term is expiring, whether they have decided to seek re-election to the Board of Directors at the forthcoming Annual Meeting, as well as of the expertise which the Board of Directors seeks for/from the Directors to be elected thereat.

6.7     Every Member may nominate himself/herself, or may nominate one (1) candidate for election to the Board of Directors.  Each nomination must: (a) be submitted to the President in writing; (b) contain the signatures of at least five percent (5%) of the Members of the Congregation in support of the nomination; and (c) contain a short biography of the person nominated and the principal services to be rendered, if elected.  Nominations will close at least thirty (30) days prior to the Annual Meeting so that notice of those nominated can be sent promptly to Members.  No nominations shall be accepted at the Annual Meeting.

6.8     The election of the Directors shall be by a show of hands, unless a Member requests a secret ballot.  The candidates receiving the most votes shall fill the vacancies on the Board of Directors.   

6.9     A vacancy on the Board of Directors, however caused, may, so long as a quorum of Directors remains in office, be filled by the Board of Directors from amongst the Members if the Board of Directors shall see fit to do so.  Otherwise, such vacancy shall be filled at the next Annual Meeting of the Congregation at which the Directors for the ensuing term are elected.  However, if there is no quorum of Directors, the remaining Directors shall forthwith call a meeting of the Congregation to fill the vacancy.

6.10    The Board of Directors shall meet, in addition to the meeting immediately after the Annual Meeting of the Congregation, at least four (4) times each calendar year.  Each member of the Board of Directors shall have one (1) vote.  In each year of their term, Directors must attend at least fifty percent (50%) of the meetings of the Board of Directors, and shall not fail to attend more than two (2) consecutive meetings of the Board of Directors.

6.11    The Board of Directors may appoint such committees as it deems necessary to aid in the performance of its duties, and shall select Chairs of such committees as it may decide.

6.12    The Board of Directors will establish and define the duties of committees.  The Chair of each committee will report to the Board of Directors from time-to-time, as well as report directly to the Congregation at the Annual Meeting if the President so requests.

6.13    The President shall be an ex-officio member of all such committees.

6.14    No Director shall receive any remuneration from any duties performed by the Director on behalf or for the benefit of the Congregation.  However, a Director may be reimbursed for direct, reasonable disbursements upon presentation of supporting receipts to the Treasurer, but no such reimbursement may be effected for amounts in excess of two hundred and fifty dollars ($250) unless pre-approved in writing by the President or the Board of Directors, as the case may be, in accordance with the parameters set forth in Articles 9.3 and 9.4, respectively.

6.15 (1) Subject to Articles 6.15(3) and 6.15(5), the Congregation shall indemnify a Director, Officer, committee member, a former Director, Officer, committee member, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of his/her said association with the Congregation.   

(2)     The Congregation shall advance moneys to a Director, Officer or other  individual mentioned in Article 6.15(1), for the costs, charges and expenses of a proceeding referred to in Article 6.15(1).  The individual shall repay the moneys if the individual does not fulfill the conditions of Article 6.15(3).

(3)     The Congregation shall not indemnify an individual under Article 6.15(1) unless the individual:

(a)      acted honestly and in good faith with a view to the best interests of the Congregation; and

(b)     in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

(4)      The Congregation may, with the approval of a court, indemnify an individual referred to in Article 6.15(1), or advance moneys under Article 6.15(2), in respect of an action by or on behalf of the Congregation to procure a judgment in its favour, to which action the individual is made a party because of the individual’s association with the Congregation, against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in Article 6.15(3).

(5)      An individual referred to under Article 6.15(1) is entitled to indemnity from the Congregation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the Congregation, if the individual seeking indemnity:

(a)      was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and

(b)     fulfils the conditions set out in Article 6.15(3).

(6)      The Congregation shall purchase and maintain insurance, for the benefit of all individuals referred to in Article 6.15(1), to cover liability incurred by the individual in the individual’s capacity as therein set forth.

(7)      The Congregation, and an individual referred to in Article 6.15(1), may apply to a court for an order approving an indemnity under this Article 6, and the court may so order and make any further order that it sees fit.

Article 7.        Meetings of the Members

7.1     An annual meeting of the Congregation shall be held every year (the/an “Annual Meeting”), by no later than one hundred and eighty (180) days after the termination of the Fiscal Year of the Congregation.  This Annual Meeting, and any other meeting of the Congregation, shall be held at the head office of the Congregation or elsewhere in Toronto as the Board of Directors may determine, and on such day as the Board shall fix.  Written notice of Annual Meetings of the Members shall be sent to each Member at least fourteen (14) days prior to the date thereof.

7.2     No error or omission in giving notice of any meeting of the Members, or an adjourned meeting shall, unless materially prejudicial, invalidate such meeting or make void any such proceedings taken thereat.  For the purpose of sending notice to any Member, Director or Officer for any meeting or otherwise, the address of a Member, Director or Officer shall be the last address recorded on the books (including any electronic or digital membership system) of the Congregation.

7.3     A quorum at any meeting of the Members shall consist of seven (7) Members in good standing who are in attendance in person and/or by proxy, in the latter case in accordance with Article 3.5.  At all such meetings, every question shall be decided by the majority of the votes of the Members present and voting by proxy.  In the case of an equality of votes at any meeting, the President shall be entitled to a second/casting vote.

7.4     Those eligible to vote at any meeting are those Members whose payment of Annual Dues is not in arrears, subject to Article 4.2.

7.5     Subject to the notice provisions in Article 7.7, the President may call a special meeting on any issue deemed of sufficient importance to warrant such a meeting (“Special Meeting”).

7.6     In the event that at least ten percent (10%) of the Members sign and present to the President, a written application for a special meeting, stating the subject to be presented thereat, the President, or in case of her/his failure to act, any Officer, shall be under obligation to call such a special meeting (also, a/the “Special Meeting”) within thirty (30) days from receipt of such an application.

7.7     At any Special Meeting, only the subject(s) set forth  in the notice required pursuant to Article 7.5 or in the aforesaid application, as the case may be, shall be discussed.  Written notice of such Meeting and its subject(s) shall be given to all Members at least fourteen (14) days prior to the date thereof.

7.8     At a Special Meeting, the same rules of voting, quorum and otherwise shall apply as at an Annual Meeting.

Article 8.        Meetings of the Board of Directors

8.1     Written notice of meetings of the Board of Directors shall be given to members of the Board of Directors at least three (3) days prior to the date set for such meeting.  Such notice shall set forth the main points of the agenda for that meeting.

8.2     A quorum at any meeting of the Board of Directors shall be a majority of the said Board, with or without any vacancy being filled.

8.3     Any or all Directors may participate in a meeting of the Board of Directors, or of a committee of the Board of Directors, by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting.

8.4     No error or omission in giving notice for such meeting of the Board of Directors shall invalidate such meeting or invalidate or make void any proceedings taken thereat, and any Director may at any time waive notice of any such meeting, and may ratify and approve of any or all proceedings taken thereat.

8.5     Questions arising at any meeting of the Board of Directors shall be decided by a majority of votes.  In the case of an equality of votes, the President, in addition to the President’s original vote, shall have a second/casting vote.  All votes at any such meeting shall be taken in the manner prescribed in the sole discretion of the President.

8.6     A resolution in writing, signed (including by counterparts) by all the Directors entitled to vote on that resolution at a meeting of the Board of Directors, is as valid as if it had been passed at a meeting of the Board of Directors.

Article 9.        Authorization and Disbursement of Moneys; Contracts

9.1     All cheques drawn by the Congregation shall be signed by the President plus one (1) of the other Officers or the general manager, except where the President is authorized hereby, or by resolution, to act alone.

9.2     All disbursements made by the Congregation shall be paid by cheques drawn on the bank of the Congregation, except for individual petty cash amounts of two hundred dollars ($200), each of which amounts is not part of a series of related transactions.

9.3     The President shall be authorized to spend a sum (but not sums in a series of related transactions) of up to four thousand nine hundred and ninety-nine dollars ($4,999), without the prior approval of the Board of Directors, for: any normal course expense, including a capital expenditure; an unbudgeted expenditure; and an extraordinary expense.

9.4     All expenditures greater than four thousand nine hundred and ninety-nine dollars ($4,999) must be approved by the Board of Directors, save that any capital expenditure in excess of ten thousand dollars ($10,000) shall require the approval of the Members at a meeting of the Members unless the matter is of an urgent or wasting nature, or for the safety of the Congregation, its assets, any of its Members or the public, in which latter case the approval of the President and one (1) of the other Officers or the general manager is required.

9.5     When certain committees require operating budgets, the amount of such budgets will be determined and authorized by the Board of Directors after the Chair of each committee has submitted an estimate of this committee’s requirements.

9.6     No Committee Chair shall be empowered to spend or commit any moneys of the Congregation, except: (a) if the prior authorization of the President has been obtained for amounts less than five thousand dollars ($5,000), each of which amounts is not part of a series of related transactions; or (b) with the consent of the Board of Directors.

9.7     All contracts and documents shall be signed on behalf of the Congregation by the President plus one (1) of the other Officers unless a resolution of the Board of Directors expressly provides otherwise as to such signature.

Article 10.      Borrowing Powers

10.1 The Board of Directors may, from time-to-time:

(a)      borrow money on the credit of the Congregation;

(b)     issue, sell or pledge securities of the Congregation;

(c)      give a guarantee on behalf of the Congregation to secure performance of an obligation of any person; and   

(d)      charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Congregation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Congregation.

Article 11.      Rabbi and Religious Services

11.1    The Rabbi or Religious Leader of the Congregation shall be chosen by the Board of Directors by a majority vote.  This choice shall be confirmed at the Annual Meeting or at a Special Meeting called for this purpose.

11.2    The Rabbi or Religious Leader’s contract can only be revoked by a resolution of the Board of Directors.

11.3    Major changes in the order or style of the religious services, or acceptance of any new form of worship, shall require the approval of the Board of Directors.

Article 12.      Religious School

12.1    All Members shall have the right to send their children to the Congregational Religious School, and to have them confirmed at a Bar or Bat Mitzvah service at the Congregation.

12.2    The instruction of children in the Religious School is subject to the payment of fees as determined by the Board of Directors.

12.3    Children of non-Members will be accepted in the Religious School, subject to sufficient space being available, upon payment of a fee determined by the Board of Directors.

Article 13.      Brotherhood and Sisterhood

13.1    The women and the men of the Congregation may establish, respectively, a Sisterhood and a Brotherhood of the Congregation.

13.2    The Sisterhood and the Brotherhood may, respectively, elect their own Presidents and Officers, and charge and collect their own membership fees which shall be determined by them in accordance with their needs.

Article 14.      Cemetery

14.1    Members who fully paid their then Annual Dues as of May 31, 2000 and who have remained fully paid Members, uninterrupted until the time of their death, unless the Board of Directors allows otherwise, shall be entitled to a burial plot, without additional charge, in the Habonim section of Pardes Shalom Cemetery or another cemetery as designated by the Board of Directors.

14.2    All other Members must purchase cemetery plots through Pardes Shalom or another cemetery of their choice. These Members cannot be buried in the Habonim section of Pardes Shalom, as these plots are fully allocated for the said Article 14.1 Members.

14.3    Under exceptional circumstances, the Board of Directors may permit any person to be buried in a Habonim cemetery plot, upon such terms as the Board of Directors may deem appropriate.

Article 15.      Repeal of Existing By-Laws

15.1    This By-Law shall come into force on June 5,2013, subject to being confirmed by the Members at the Annual Meeting in 2013.

15.2    All previous by-laws of the Congregation are repealed upon the coming to force of this By-Law, but such repeal shall not affect the previous operation of any by-law.  All Directors, Officers and other persons acting under any by-law so repealed shall continue to act as if appointed under this By-Law, and all resolutions with continuing effect passed under any by-law so repealed shall continue in force until amended or repealed, except to the extent inconsistent with this By-Law.

Article 16.      Amendments

16.1    The by-laws of the Congregation may be replaced or amended by by-law enacted by a majority of the Directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of a majority of the Members at a Special Meeting duly called for the purpose of considering the said by-law, or at the next Annual Meeting of Members.

16.2    In the call for any Meeting for this purpose, written notice of the proposed amendment(s) shall be given by the Secretary to each Member at least fourteen (14) days prior to the date of such Meeting.

Article 17.      Auditor

17.1             The Members shall, at each Annual Meeting, appoint a qualified chartered accountant to conduct an audit of the accounts, books, records (including computer, electronic and digital) and financial affairs of the Congregation, in accordance with the Act and Canadian generally accepted accounting principles, to hold office until the next Annual Meeting, provided that the Board of Directors may fill any vacancy in the office of such auditor. The remuneration of the auditor shall be approved by the Board of Directors. The auditor shall not be a Director or an Officer of the Congregation.

Article 18.                General

18.1    Writing. Wherever used herein, “written” or “in writing” includes an email or fax.Severability. Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Headings. Headings used in this Agreement are for convenience only and shall not affect its construction. Singular/Plural.  Where the context requires it, the plural shall signify the singular and the masculine shall signify the feminine, and vice versa.  Arbitration.  Except where recourse to the courts is obligatory pursuant to provision of law, in case of any controversy, claim, dispute or disagreement whatsoever concerning, arising out of or relating to this By-Law, including, without limitation, any question regarding its existence, validity, interpretation, application, performance, breach or termination, or the rights, obligations and liabilities of the Members, the Congregation, the Officers and Directors (individually and collectively, the “Parties”), the Parties hereby irrevocably undertake that same shall be referred to, and finally resolved solely by, final and binding arbitration, to the exclusion of the courts, without the right of appeal, pursuant to the Arbitration Act, 1991 (Ontario). The Parties and the arbitrator shall be bound by absolute confidentiality of the arbitration proceeding and award, and shall not disclose any part of it whatsoever, except to their professional advisors on a “need-to-know” basis or as required by law. The arbitration shall be held in Toronto, Ontario, and the costs thereof shall be borne by the Party which does not prevail therein, unless the arbitrator awards otherwise. However, the Parties undertake to participate in at least one (1) mediation meeting prior to invoking this arbitration requirement.  For purposes of said mediation, each Party shall cause a person with decision-making authority to participate at said meeting and to agree upon a mediator.  However, if, for whatever reason, said meeting does not so take place within ten (10) days of either Party’s written request therefor, this shall not constitute a default pursuant to this By-Law.  Notwithstanding anything to the contrary provided in this Article, and without prejudice to the above procedures, any Party may apply to any court of competent jurisdiction for temporary injunctive or other provisional judicial relief to avoid irreparable injury or to preserve the status quo until such time as the arbitration award is rendered or the controversy is otherwise resolved. Governing Law.This Agreement shall be governed by, and interpreted according to, the laws of the Province of Ontario.

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