TSR By-Laws

By-Laws of TEMPLE SINAI OF ROSLYN

Adopted April 13, 1960 Revised May 2, 1984 Revised May 2, 2012 Revised December 3, 2018 Revised April 17, 2023 Revised June 3, 2026 Temple Sinai of Roslyn 425 Roslyn Road Roslyn Heights, New York 11577 516.621.6800 mysinai.org templeoffice@mysinai.org Affiliated with the Union for Reform Judaism

MISSION STATEMENT Temple Sinai is our spiritual home; a place to study, worship and assemble.

The essence of our synagogue is to welcome and bring together diverse individuals to learn and pray together - to be unified as Reform Jews. Our size and diversity have become resources that contribute to our strength. In order to sustain our caring temple family and Jewish community, our professional and lay leadership have collectively recognized their responsibilities as educators and role models, to reach and teach our temple membership. We are always defining, refining, and revising our priorities in light of our larger mission to meet the individual and collective religious, spiritual and emotional needs of the congregation.

Our obligation is to deepen the body of Jewish knowledge and religious commitment of our members of all ages by fostering the study of Jewish texts and tradition so as to help them make informed personal choices in developing and expressing their Jewish identities. We strive to provide support, loving kindness, and caring concern to our congregants. We also hope to enrich and increase participation in personal and communal worship and to enhance and broaden the Jewish content of each member’s daily life.

Since 1948, Temple Sinai has carried out the vision of its founders: to be a warm and caring Jewish community dedicated to perpetuating Reform Judaism and meaningful Jewish expression. At the same time, we are constantly exploring alternative modes of worship to enrich our spiritual and intellectual experiences. Throughout the years, young and old alike have entered the doors of our sanctuary to pray together, learn together, and share both happy and sad occasions with their temple family. Our collective social conscience mandates that we participate in, and seek to improve, the life of our people, our community, our country, Israel and beyond. Here in at Temple Sinai, we have created a thriving and meaningful Jewish “community” in the true sense of the word.

We are truly proud of who we are: Temple Sinai, where every heart has a home.

ARTICLE I. Name.

1.1.

The name of this congregation is TEMPLE SINAI OF ROSLYN. ARTICLE II. Purposes and Government.

2.1.

The purposes of this congregation are: To enable its congregants to meet to worship God as Jews, obtain religious guidance and education, and otherwise provide for their spiritual requirements, all in accordance with the beliefs, practices and traditions of American Liberal Reform Judaism; To inspire love of God among Jews of the community; To join with other Jews to perpetuate the Jewish faith; and To exercise all rights, powers and privileges of a congregation of Israel and of a Religious Corporation under the laws of the State of New York.

2.2.

The congregation shall be affiliated with and seek guidance from the Union for Reform Judaism, but the Union shall not have powers of government or control over the spiritual or temporal affairs of the congregation. All such powers shall reside solely in the congregation.

2.3.

The affairs of this congregation as a religious society and as a body corporate, incorporated under the New York Religious Corporation Law, shall be governed by these by-laws which may be amended from time to time.

ARTICLE III. Membership.

3.1.

Any person 18 years of age or older, professing the Jewish faith, may be a member.

3.2.

The title of honorary member may be bestowed upon any person, whether or not eligible for membership, by a two-thirds vote of the Trustees. Honorary members shall enjoy the benefits and facilities of the congregation, except as set forth in Article 3.3, without payment of dues, fees or charges.

3.3.

Only members shall be eligible to vote, to hold office and to chair committees. If the unit of membership is the family (as opposed to an individual member), each spouse and dependent child between 18 and 30 years of age is eligible to vote.

3.4.

Applicants for membership shall submit written applications to the Trustees,

accompanied by the dues the applicant would be required to pay if admitted, and the first installment of any applicable new members’ pledge. Such sums shall be refunded if the application is rejected.

ARTICLE IV. Meetings of Members.

4.1.

An annual meeting of members of the congregation shall be held at a time and place to be determined by the Trustees.

4.2.

A special meeting of members may be called by the President or the Trustees at any time, or upon the written request of at least fifty members qualified to vote.

4.3.

Notice of the time and place of the annual meeting shall specify the names of the Trustee-Nominees to be elected at the meeting. Notice of a special meeting shall specify the business to be transacted thereat, and only such business shall be transacted thereat.

4.4.

All notices of meetings of members shall be given as required by law, as applicable.

4.5.

Notices of all meetings of members shall be mailed or sent electronically to all members at least seven days before the date of the meeting.

4.6.

The presence, either in-person or telephonically, at a meeting of members of at least twenty-five persons qualified to vote shall be necessary to constitute a quorum.

4.7.

The action at a meeting of members upon any matter or question shall be decided by a majority of the qualified voters voting at the meeting, a quorum being present, unless a greater number or proportion of voters is specifically required by some other provision of these by-laws or by law.

4.8.

All meetings of members shall be presided over by persons in the order prescribed by law, except that any such person designated may permit the President of the congregation, or in his or her absence, the Executive Vice-President, or a Vice-President, to preside in his/her place.

4.9.

Voting by proxy shall not be permitted except on a proposition to sell, mortgage or lease property. Proxies, when permitted, must be executed in writing by the member conferring the same and may be given only to a member in good standing of the congregation. Every proxy shall be revocable in writing at the pleasure of the person executing it and shall not be valid after the expiration of one year from the date of its execution.

4.10. At the annual meeting of the members there shall be elected successors to the Trustees whose terms have expired, and there shall be adopted an expense budget for the ensuing fiscal year. Election shall be by a plurality of the votes cast.

4.11. Nominations of Trustees shall be made by a nominating committee appointed by the President with the approval of the Trustees. The nominating committee shall consist of at least four members of the congregation, at least three of whom are Trustees. Trustees whose terms expire at the ensuing elections or who are eligible for reelection may not be appointed members of the nominating committee.

4.12. The slate of nominations of the nominating committee shall consist of one nominee for the office of each Trustee whose term of office shall next expire. The slate shall be filed by the nominating committee at least five weeks before the annual meeting of members with the Secretary, who shall report such slate to the congregation within one week thereafter.

4.13. Independent nominations for Trustee may also be made by written nominating petition signed by twenty-five members of the congregation in good standing filed with the Secretary at least two weeks before the annual meeting. The petition shall include the nominee’s acceptance on its face.

4.14. All nominations shall be reported with the notice of the annual meeting mailed to the members. There shall be specified which nominations are by the nominating committee and which are by petition.

ARTICLE V. Trustees.

5.1. (a) The Trustees shall be and are hereby constituted as the temporal and spiritual officers of the congregation. There shall be not less than twenty-one, nor more than twenty-seven Trustees, unless otherwise determined from time to time by a majority of the then-current Trustees and approved by the President. Trustees shall be members in good standing of the congregation. (b) The President of Brotherhood and the President of Friend of a Friend Chaverot shall each serve as an “ex officio” Trustee during their respective tenures in office. Ex officio Trustees shall have all of the rights and privileges of a Trustee, except that the term of the individuals serving as such shall terminate simultaneously with the end of their tenure as President of their respective organizations and the succeeding President shall automatically replace the outgoing President as an ex officio Trustee. The ex officio Trustees shall not be counted towards the limit on the number of Trustees set forth in Section 5.1.(a) hereof.

5.2.

As temporal officers, the Trustees shall have the custody, control and administration of all the temporalities and property belonging to the congregation and of its revenues. They shall have all the powers of Trustees of Religious Corporations conferred upon them or authorized by law.

5.3.

As spiritual officers, the Trustees shall administer the religious and educational affairs of the congregation; shall supervise, fix, or from time to time change, the time,

nature, order, ritual, liturgy and practice of public worship, in cooperation with the Rabbi of the congregation, in accordance with the beliefs, practices and traditions of American Liberal Reform Judaism; and shall elect, remove and determine the compensation of the Rabbi of the congregation subject to the provisions of Article VII, and of the Associate and Assistant Rabbis as well as all other contractual employees.

5.4.

The members may, at any meeting, by the vote of a majority of the members present and voting (but consisting of not less than twenty percent of the total number of members of the congregation), give directions, not inconsistent with law or these by-laws, as to the manner in which any of the temporal affairs of the congregation shall be administered, and the Trustees shall follow such directions.

5.5.

Trustees shall be elected by the members for terms of three years each. All terms of Trustees shall commence on the date of the annual meeting of members at which such Trustees are elected and shall expire with the third annual meeting of members following their election, except as otherwise required by law. The Trustees shall be classified so that the terms of approximately one-third shall expire each year.

5.6.

A vacancy occurring among the Trustees during their respective then-current term shall be filled by designation by the President with the approval of the remaining Trustees until the next annual meeting of members, at which time the vacancy shall be filled by the members for the unexpired balance of the term.

5.7.

Trustees shall not serve as such for more than two full consecutive terms, but shall be qualified to serve for new periods of two consecutive elective terms each, if separated by intervals of two years between each such period except that years served as President or Officer of the Board of Trustees or Brotherhood or Friend of a Friend shall not be counted toward Trustee term limits. A Trustee who is also serving as President, or Executive VicePresident at the expiration of his or her second consecutive elective term, may be elected to an additional term or terms, while serving as such, and shall not serve more than 15 consecutive years. A Trustee who is also serving as Vice-President at the expiration of his or her second consecutive term, may be elected to an additional term while serving as such and shall not serve more than nine consecutive years, except in the event that prior to the expiration of such additional term such Vice-President is elected to the office of President or Executive Vice-President, in which event the provisions set forth above with respect to the President and Executive Vice-President shall apply.

5.8.

Regular meetings of the Trustees shall be held not less than eight times in each calendar year, at such time and place as may be fixed by the Trustees. The President may convene additional regular meetings each year. At least three days’ notice by mail or electronic means shall be given.

5.9.

Special meetings of the Trustees may be called by any two Trustees, by giving at least twenty-four hours’ notice personally, electronically or by mail to the Board of Trustees.

5.10. A majority of the Trustees, lawfully convened in person or telephonically, shall constitute a quorum at all meetings of the Trustees. A quorum shall be determined by the number of Trustees then serving without regard to any ex officio Trustees.

5.11. Action of the Trustees at any meeting shall be taken by vote of a majority of the Trustees voting, a quorum being present, unless a greater number or proportion of votes be specifically required by some other provision of these by-laws or by law.

5.12. At all meetings of the Trustees, there shall be one presiding officer in the following order: the President, the Executive Vice-President, the Vice-Presidents, in order of seniority of service as a Trustee, and then a Trustee designated by the Trustees present. The presiding officer shall be entitled to vote on every question. In case of a tie vote, the presiding officer shall, notwithstanding having already voted, have an additional vote.

5.13. The Trustees may expend for any one specific purpose a sum not exceeding five percent of the then current annual expense budget, without prior approval of the members of the congregation.

5.14. Members of the congregation may attend all meetings of the Trustees, except when the Trustees meet in executive session. Past Presidents of the congregation whose terms as Trustees have expired may serve as Honorary Trustees and attend any meeting held in executive session, unless requested for some special reason (to be determined at the sole discretion of the President or Executive Vice President) to remain absent.

5.15. Notwithstanding the provisions of Article X, but recognizing that a Trustee has an obligation to attend Board of Trustees meetings, a Trustee will be determined to have vacated the seat held by a Trustee who, without good cause (as reasonably determined by the President or Executive Vice President), has been absent for three regular meetings of the Trustees in a fiscal year. Prior to appointing a new Trustee to fill any seat vacated under this clause, the President shall notify the vacated Trustee.

ARTICLE VI. Officers.

6.1.

At the first meeting of the Trustees following the annual meeting of the members of the congregation, the Trustees shall elect from their number a President, Executive VicePresident, and not more than five additional Vice-Presidents, as the Trustees deem advisable, who together shall constitute the Executive Board of the Board of Trustees.

The Board of Trustees shall also elect from among their number or from other members of the congregation, a Treasurer, a Secretary and such other officers as the Trustees may deem advisable. The Trustees may similarly fill vacancies among the Officers at any meeting.

6.2.

Officers shall serve until the first meeting of the Trustees following the next annual meeting of the members of the congregation. The President shall not be eligible to succeed

himself or herself after two full terms in office, but shall be qualified to serve again after an interval of two years.

6.3.

The President shall be the chief executive officer. The President shall preside at all meetings of the Trustees and of the members if requested to preside as set forth in Article 4.8. The President shall appoint all committee members, and shall generally exercise and perform the duties usually incident to the office of President. The President shall report regularly and fully to and shall act subject to the supervision and control of the Trustees.

6.4.

In the absence of the President, the Executive Vice-President shall perform the duties of the office of President; and in the absence of both the President and the Executive VicePresident, the Vice-President senior in years served as Vice President shall perform the duties of the President.

6.5.

The Treasurer shall keep a detailed account of all funds and properties of the congregation. The Treasurer shall render a written report to the members of the congregation at the annual meeting, and, as requested to the Trustees.

6.6.

The Secretary shall keep the records of the congregation and the minutes of the meetings of members and of the Trustees. The Secretary shall have custody of the seal of the congregation and shall affix the same to all instruments required to be executed under seal. The Secretary shall perform the usual duties of such office and shall give all notices provided for herein.

ARTICLE VII. The Rabbi of the Congregation.

7.1.

The Rabbi of the Congregation must be a member in good standing of the Central Conference of American Rabbis 7.2.

Whenever the Trustees elect or remove the Rabbi of the congregation, the matter shall be submitted for approval to the members of the congregation at the annual meeting or a special meeting called for that purpose.

7.3.

The Rabbi of the congregation shall determine the functions of the Associate and Assistant Rabbis as well as the Cantor(s), with the approval of the Trustees.

7.4.

A retired or infirm Rabbi may be designated by the Trustees as Rabbi Emeritus, with such functions and at such special compensation, if any, as the Trustees may determine.

7.5.

The Rabbi of the congregation shall have the privilege of attending all meetings and Executive Sessions of the members, Trustees and committees, unless requested for some special reason (to be determined at the sole discretion of the President or Executive Vice President) to remain absent.

ARTICLE VIII. Committees.

8.1.

Committees shall be constituted by the Board. Unless otherwise specified, shall meet no fewer than three times each year and make reports to the Board at a regular meeting of the Trustees no fewer than twice each year. The Trustees or the President may establish, disband, modify, or update the mandate of any Committee at any time.

The Committees shall be: Aliyah (Ad Hoc) Arrangements (Ad Hoc) Negotiating (Ad Hoc) Nominating (Ad Hoc) Adult Engagement Caring Catering Cemetery ECC (Early Childhood Center) Finance & Budget Investment House, Building and Grounds HR & Administration Inclusion & Interfaith Kulanu Religious School Security Sinai Advocates for Justice Social Action Strategic Planning & Development Youth Engagement 8.2.

The President and/or the Trustees may, from time to time, create committees.

8.3.

The President shall appoint members of all committees and shall designate the chairpersons thereof with the consent of the Trustees. The President, each Vice-President and the Executive Director shall be ex officio members of all standing committees.

8.4.

All committees shall report regularly and fully to and shall be subject to the supervision and control of the Trustees.

8.5.

Ad Hoc Committees

•

ALIYAH COMMITTEE. This Committee shall work with the Clergy, President and Executive Director to determine who shall receive various honors at High Holiday services.

ARRANGEMENTS COMMITTEE. The Treasurer and Executive Director shall constitute the Arrangement Committee and adjudicate applications for financial arrangements. The deliberations of this Committee shall be confidential.

NOMINATING COMMITTEE. See 4.11 NEGOTIATING COMMITTEE. This Committee shall be appointed by the President to represent the Board of Trustees in contractual negotiations with any contractual employee.

• • •

8.6.

ADULT EDUCATION COMMITTEE. This Committee shall, in cooperation with the appropriate temple Staff, Trustees and clergy, work to plan and provide cultural, historical and current Jewish programming to enrich and inspire our congregants and our community.

8.7.

FINANCE & BUDGET. This Committee shall review and approve the annual budget of the congregation prior to its presentation at the annual meeting of members. This Committee shall consider and give advice to the Trustees as to matters likely to affect the financial welfare of the congregation.

8.8.

CARING COMMITTEE. This Committee, in cooperation with the Rabbis and Executive Director shall reach out to Temple Congregants in times of joy and sorrow.

8.9.

CATERING COMMITTEE. This Committee shall review and address all issues relating to catering in the Temple.

8.10. CEMETERY COMMITTEE. This Committee shall review and address all issues relating to the cemetery grounds of the congregation, the sale of burial plots, interments and enforcement of the rules adopted by the Trustees governing the cemetery ground.

8.11. ECC (aka Early Childhood Center) COMMITTEE.. This Committee shall work with the Executive Director, ECC Director, Clergy and Trustees to oversee and make recommendations regarding the Early Childhood Center. The Committee shall report on the operations, finances and enrollment of the ECC. 8.12. HUMAN RESOURCES & ADMINISTRATION COMMITTEE. This Committee, in cooperation with other committees, shall oversee the administrative functioning of the Temple and shall advise, make recommendations, and with the approval of the Trustees, revise and implement

changes to administrative and employment methods and procedures. Professional staff development shall be a function of this committee, together with the Rabbi, the President, the Executive Director and Chairperson(s), who together shall evaluate the performance of a contractual employee prior to the expiration of his or her contract and, if warranted, recommend to the Trustees the appointment of a Negotiating Committee.

8.13. INVESTMENT COMMITTEE. This Committee shall design and implement an investment plan for the Temple Sinai endowment consistent with the Endowment Policy, Investment Policy and Spending Policy.

8.14. HOUSE, BUILDING AND GROUNDS COMMITTEE. This Committee shall advise the Executive Director with respect to the use, maintenance, renovation and/or new construction of the building and grounds of the congregation.

8.15. RELIGIOUS SCHOOL COMMITTEE. This Committee shall work with the Executive Director, Educator, Clergy and Trustees to oversee and make recommendations regarding the religious education provided by Temple Sinai. The Committee shall have oversight of the religious school curriculum and report on the finances and enrollment of the religious school.

8.16. SECURITY COMMITTEE. This Committee shall work with the Executive Director and Trustees to oversee and make recommendations regarding all safety and security matters related to the temple, including with respect to the engagement and operations of any and all third party security personnel or agencies.

8.17. SOCIAL ACTION COMMITTEE. This Committee shall, in cooperation with clergy and the Trustees, advise and lead the congregation in acts of Tikkun Olam and other social justice causes throughout the greater community.

8.18. YOUTH ENGAGEMENT COMMITTEE. This Committee shall, in cooperation with the Executive Director and Rabbi have charge of the young people’s activities in the congregation.

8.19. Committees not named or described herein shall have the mandate and responsibility determined by the President.

ARTICLE IX. Dues, New Members Pledges and Building Fund.

9.1.

Dues shall be assessed and paid for the fiscal year with the exception of Life Members.

9.2.

Dues, fees and charges shall be in such amount and shall be payable in such manner as the Trustees may from time to time determine with the approval of the members.

Extraordinary assessments shall be submitted to the members for approval at the annual meeting or a special meeting called for the purpose. Dues, fees and charges shall not be assessed retroactively unless otherwise determined from time to time by the Trustees with the approval of the members.

9.3.

A member who is delinquent for more than one year in the payment of dues, or of any fee, charge, or membership pledge, may be suspended by the Trustees from membership and the privileges thereof while such delinquency continues, and may be expelled as set forth in Article X. A member who is delinquent for more than one year in the payment of dues, or of any fee, charge, or membership pledge, will be ineligible to serve as a Trustee or stand for election to the Board of Trustees.

9.4.

In addition to dues, each new member may be required to pay a new members pledge simultaneously with the application for membership, except as set forth in Article 9.5. The new members pledge shall be such amount as the Trustees may from time to time determine with the approval of the members. The new members pledges collected shall be held and invested by the congregation as a reserve fund, the income from which may be used as the Trustees may from time to time determine and the principal of which shall be used solely for capital improvements and/or reduction of principal of mortgages (other than regular periodic amortization payments), unless otherwise authorized by the members at any meeting.

9.5.

As long as the member is not delinquent in the payment of any dues, fees, charges, or prior installment of the new members pledge, he or she may pay the new members pledge in installments as determined by the Trustees, not to exceed three years.

9.6.

If the application for membership is denied, the new members pledge or such part thereof as shall have been paid shall be refunded.

9.7.

Persons who have resigned or withdrawn as members and desire to return as members shall not be required to pay a new members’ pledge if such previous pledge, and all other dues, fees and charges have been paid in full.

9.8.

The Trustees may waive the requirement of a new members pledge on behalf of an applicant for membership who was a bona fide member of another temple and had paid in full a new members’ or building fund pledge to such other temple.

ARTICLE X. Discipline.

10.1. A member, honorary member, officer or Trustee may be expelled from membership, removed from office or both, for violation of these by-laws, for failure to pay dues, fees, charges, or pledges, or for conduct grossly prejudicial or inimical to the interests or welfare of the congregation.

10.2. Expulsion from membership or removal from office shall be instituted by written charges and specifications proffered by not less than ten members of the congregation and presented to the Trustees, who shall thereupon cause a copy of such charges and specifications to be sent by registered mail to the person charged at the last address as the same appears on the records of the congregation. A member who is delinquent for one

year in the payment of dues, fees, charges or pledges and has not responded to a follow-up phone call, letter or email shall be deemed expelled upon two weeks’ notice by email, certified or registered mail sent by the Executive Director, without the further acts set forth in this Article.

10.3. The charges and specifications shall be considered by the Trustees at the first ensuing meeting of Trustees. The person charged shall be entitled to appear at such meeting and answer the charges.

10.4. The affirmative vote of not less than two-thirds of the total number of Trustees shall be required for expulsion from membership or removal from office.

10.5. The action of the Trustees expelling a member or removing an officer or Trustee may be reversed by the members of the congregation at the ensuing annual meeting of the members or at an earlier special meeting of members called for that purpose.

ARTICLE XI. Affiliated Organizations.

11.1.

The Trustees may create, support and encourage affiliated organizations, Friend of a Friend Chaverot and Brotherhood and their successor organizations, which consist wholly or substantially of members of the congregation whose purposes will, in the judgment of the Trustees, wholly or partly fulfill the purposes of this congregation. The President of each such organization shall serve as an ‘ex officio” Trustee in accordance with Section 5.1.(b) of these By-Laws. In the event that an organization has co-presidents at any time, only one person may serve as an ex officio Trustee.

ARTICLE XII. Reserved.

ARTICLE XIII. Amendments.

13.1. Any amendment to these by-laws shall be proposed and submitted to the members in accordance with the provisions of either Article 13.2 or 13.3.

13.2. The Trustees may propose an amendment to these by-laws, which proposed amendment shall be in writing and openly given at a meeting of the members and thereafter submitted to the members at a regular or special meeting of the members. The notice for such meeting of the members shall set forth the proposed amendment.

13.3. An amendment to these by-laws may be proposed and submitted if requested by at least fifty members in good standing. The proposed amendment shall be in writing and openly given at a meeting of the members and then referred to the Trustees who shall consider the proposed amendment and report their recommendation thereon to the members at a regular or special meeting of the members. The notice for such meeting of the members shall set forth the proposed amendment and the recommendation of the Trustees.

13.4. A two-thirds vote of the members present and voting at any meeting at which a proposed amendment is submitted, in favor of the proposed amendment, shall be required for its adoption.

ARTICLE XIV. Fiscal Year.

14.1.

The fiscal year shall begin on July 1 and end on June 30.

ARTICLE XV. Seal.

15.1.

The corporate seal shall be in circular form, and shall state:

“Temple Sinai of Roslyn, 1947, New York, Corporate Seal.”

ARTICLE XVI. Rules.

16.1. The proceedings of all meetings of the congregation and of the Trustees shall be governed by Roberts Revised Rules of Order, unless otherwise provided by these by-laws or by law.

ARTICLE XVII. Dissolution.

17.1.

Upon the winding down and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation, which is organized or operated exclusively for charitable, educational, or religious and/or medical purposes and which has established its tax-exempt status under 501 (c) (3) of the Internal Revenue Code.

Temple Sinai of Roslyn 425 Roslyn Road Roslyn Heights, New York 11577 516.621.6800 mysinai.org templeoffice@mysinai.org Affiliated with the Union for Reform Judaism