ARTICLE I - NAME
The name of this organization and school (the "School") shall be the "Melvin J. Berman Hebrew Academy." In Hebrew it shall be known as "Yeshivat Beit Yehudah."
ARTICLE II - MISSION AND NON-DISCRIMINATION POLICY
Section 1. The School is an Orthodox Day School that provides a comprehensive Jewish and secular education in an atmosphere of reverence, good citizenship, and love of the Jewish people and Israel. Adhering to standards of academic excellence and exemplary moral conduct, it prepares its graduates to become Halachically observant, well-educated Jews. It provides opportunities for each student to achieve the maximum of his or her potential, engaged with, and contributing to both the Jewish community and the society at large.
Section 2. The religious training given the students in the School shall be in strict conformance with the principles and tenets of the Jewish faith and tradition. The students of the School shall be imbued with a deep reverence for and endowed with a thorough knowledge of Jewish Orthodox laws, rites, customs, ceremonies and values. The atmosphere in the School shall always be permeated with the spirit of Jewish tradition. The aim of all instruction in the School shall be to inspire the students to live in accordance with Jewish Orthodox tradition and in consonance with the highest ideals of American citizenship.
Section 3. The method of Judaic studies instruction in the School shall be, wherever possible, "Ivrit B'Ivrit".
Section 4. No person shall be engaged as the Headmaster, or as a Judaic studies administrator or a Judaic studies teacher in the School, unless he lives in accordance with Orthodox Jewish tradition.
Section 5. The School shall not discriminate against applicants and students on the basis of race, color, national or ethnic origin in any way whatsoever including in the administration of the School's educational policies, admission policies, scholarship program, athletic program and other school-administered programs.
Section 6. The School shall operate as an equal opportunity employer and shall not discriminate in its employment practices on the basis of any characteristic protected by applicable law, including race, color, national origin, disability, sex or age. The School shall not discriminate in its employment practices on the basis of religion where prohibited by applicable law or unless adherence to this policy would conflict with Section 2 or 4 of this Article II.
ARTICLE III - MEMBERS
Section 1. Each parent of a student enrolled in the School shall be a Member of the School. Each contributor to the School, who is not a parent of a student enrolled in the School, and who shall indicate his desire to be a Member in such manner as shall be established by the Board of Directors, shall be a Member of the School. Each Member shall have one vote.
Section 2. A list of all Members of the School shall be drawn up at least 60 days prior to the date set for the annual membership meeting. Each Member shall then be duly advised of the date, time and place of the forthcoming annual Membership meeting by written notice sent not less than 45 days prior to the meeting.
Section 3. An annual meeting of the Members shall be held no later than September 15 of each year to elect the officers, the Trustees and the Board of Directors for the upcoming year. The term of the officers and the Board of Directors elected at this meeting shall begin immediately upon the close of the meeting.
Section 4. A quorum for any meeting of Members shall be not less than 30 Members. Unless otherwise provided by these By-laws, the School's Articles of Incorporation or applicable law, action shall be taken at a meeting of the Members at which a quorum is present by majority vote of the Members who are in attendance or present through valid proxy.
Section 5. Special meetings of the Members may be called by the President or the Board of Directors. Special meetings of the Members shall be called by the Secretary upon receipt of a demand in writing for such meeting, executed by 60 Members of the School, which demand must specify the purpose of the special meeting. The notice of a special meeting sent to the Members must state the purpose of the meeting and no business other than that stated in such notice may be conducted at a special meeting. Each Member shall be duly advised of the date, time and place of the forthcoming special Membership meeting by written notice sent not less than 45 days prior to the meeting.
ARTICLE IV - SELECTION OF OFFICERS, TRUSTEES AND DIRECTORS
Section 1. The following officers and Trustees shall be elected at the annual meeting of Members for a term of one year: A President, 1st Vice President, 2nd Vice President, Secretary, Treasurer and up to three additional persons who shall have such duties as may be designated by the President and who shall serve as Trustees of the School. Officers shall not serve for more than three consecutive terms in the same office.
Section 2. The members of the Board of Directors shall be elected at the annual meeting of Members for a one year term. The Board of Directors shall consist of the members of the Executive Committee, the three past Presidents, the Vice Chairmen of the Education Committee, the PTO Partnership president and the President and Executive Vice President of the Jewish Federation of Greater Washington or, with respect to these two directors, such alternates as may be designated by the President and Executive Vice President of the Jewish Federation of Greater Washington for that term of the Board. In addition, at the annual meeting of Members, between 14 and 24 additional persons who shall be Members shall be elected to the Board of Directors. The President may name up to two additional members of the Board of Directors who shall serve from the time of their appointment until the next election of directors and who shall have the same duties, rights and responsibilities of directors elected at the annual meeting of Members.
Section 3. In the event of the resignation or demise of any officer or elected member of the Board of Directors, the office held by such person shall be declared vacant and a successor shall be elected by the Board of Directors, at its discretion, to fill the unexpired term of the existing vacancy.
Section 4. Within a reasonable time prior to the annual meeting of Members, the Nominating Committee (appointed by the President) shall prepare a list of nominees for the various elective officer and director positions, which list of nominees shall then be sent to all Members together with the notification of the annual meeting of Members as provided in Article III, Section 2. Additional candidates for all elective officer and director positions in addition to those candidates recommended by the Nominating Committee will be considered nominated if proposed in writing by 30 Members and delivered to the Chairman of the Nominating Committee 25 days prior to the election meeting. If such additional candidates are proposed, then the final list of all nominees together with the time, date and place of the annual meeting of Members shall be sent to all Members no later than 10 days prior to the meeting. Except as expressly stated herein, only Members present at the annual meeting shall be permitted to vote.
Section 5. Voting by proxy at a meeting shall be permitted upon majority vote of the Executive Committee and only if a written proxy instructing with specificity how the Member wishes to vote is provided to the Secretary prior to the meeting. A proxy can be used to vote only as expressly instructed in the proxy on items that are set forth in the notice of the meeting and may not be used to vote on any item if the item is introduced or amended in any way after the proxy has been provided.
ARTICLE V - DUTIES OF OFFICERS
Section 1. The President shall open and preside at all meetings of the Members, directors and Executive Committee. He shall appoint the Chairman of each committee, and except as otherwise provided, he may, in his discretion, appoint other members of the committees. He shall enforce all the laws of the School; he shall call special meetings of the Board at his discretion or when required; he shall have the right to cast the deciding vote in the event of a tie vote, or may vote to make a tie, at all meetings of the Board over which he shall preside; and he shall be a voting member of all committees. At the end of his term of office, he shall deliver all books and records belonging to the School to his successor.
Section 2. The Vice Presidents in their respective order shall, in the absence of the President, officiate in his place and be vested with all the powers of the President.
Section 3. The Secretary or his designee shall be present at all meetings of the Board of Directors as well as all meetings of Members and he shall keep a correct and accurate record of all proceedings. He shall issue the call for all meetings of Members and of the Board of Directors. At the end of his term of office, he shall deliver all books and records belonging to the School to his successor.
Section 4. The Treasurer shall be the Chairman of the Budget Committee. At the end of his term of office, he shall deliver all books and records belonging to the School to his successor.
Section 5. The officers shall have additional duties as may be required by law or designated by the President.
Section 6. All checks other than payroll, must be signed by two authorized persons, one of whom shall be an officer; provided however, that in an urgent situation, checks in amounts less than $1,000 may be signed by two authorized employees. The Board of Directors shall determine from time to time which officers shall be authorized to sign checks, notes and other documents on behalf of the School.
ARTICLE VI - BOARD OF DIRECTORS
Section 1. The Board of Directors shall meet no fewer than six times throughout the School year. No business of any kind shall be conducted at any meeting of the Board of Directors unless a quorum consisting of at least 15 directors is present. Unless otherwise provided by these By-laws, the school's Articles of Incorporation or applicable law, action shall be taken at a meeting of the Board of Directors at which a quorum is present by majority vote of the directors in attendance.
Section 2. The Board of Directors shall conduct the affairs of the School. The Board of Directors shall be responsible for: selecting the Headmaster of the School and approving the contract of the Headmaster of the School; establishing and fulfilling the School's mission and policies, including personnel policies; assuring that the educational program of the School fulfills the School's mission and policies; providing for the short-term and long-term financial integrity of the School, including principal responsibility for fundraising; establishing prudent investment policies; maintaining and enhancing the School's physical plant, approving and reviewing the School's strategic plan, approving and reviewing the annual budget which shall be developed and presented to the Board by the Budget Committee; reviewing the annual audit; and such other matters as are necessary and appropriate for the operation of the School.
Section 3. Meetings of the Board of Directors may be called by the President or by a majority of the Board of Directors by written notice to all directors. The Board of Directors shall keep minutes of its meetings and such minutes shall be available for inspection by any Member at reasonable times at the School.
ARTICLE VII - COMMITTEES
Section 1. The following are the standing committees of the Board: Executive Committee, Education Committee, Budget Committee, Development Committee, Governance Committee, Headmaster Review Committee, External Relations Committee and Strategic Planning Committee. The President shall be the Chairman of the Executive Committee and the President shall select the Chairman of each of the other standing committees. There shall be such other committees as the President shall designate from time to time.
Section 2. Each committee shall take action by majority vote of its members in attendance at a meeting at which a quorum is present. A quorum for each committee shall be a majority of its members, except for the Executive Committee, in which a quorum shall be five members.
Section 3. The Executive Committee shall consist of the President, the 1st and 2nd Vice Presidents, the Secretary, the Treasurer, the Trustees, and each of the Chairmen of the Development and Education Committees and the immediate past President. The Executive Committee also may include such Chairmen of the other standing committees as a majority of the Executive Committee shall direct from time to time. The Executive Committee shall serve as an advisory group to the President. The Executive Committee shall take action in place of the Board of Directors in an emergency situation that does not give the Board sufficient time to convene. The Executive Committee shall review Board matters prior to Board meetings and make recommendations for the full Board to consider and vote upon.
Section 4. The Education Committee, with the Headmaster, shall establish and oversee the School's educational policies. The Education Committee shall have a Chairman appointed by the President and one or two Vice Chairmen appointed by the Chairman. The Chairman or Vice Chairmen of the Education Committee shall report to the Board of Directors on the activities of the Education Committee at every meeting of the Board. The Chairman of the Education Committee shall serve no more than three consecutive one year terms as Chairman.
Section 5. The Budget Committee, with the Headmaster, shall develop the annual budget for the next School year for approval by the Board. The Budget Committee shall recommend fees for tuition, transportation and other major income sources for approval by the Board. The Budget Committee shall monitor the current finances and financial situation of the School and report on the status of those matters to the Board of Directors at each Board meeting. The Budget Committee shall make recommendations, from time to time, for modifications to the approved budget, as appropriate. The Budget Committee shall monitor the activities of its sub-committees.
Section 6. The Development Committee shall develop and implement an annual and multi-year fund raising plan to meet the operating, capital and endowment goals of the School. The Development Committee shall monitor the activities and results of its sub-committees.
Section 7. The Governance Committee (a) shall present a slate of officers, Trustees and directors to the Members at the annual meeting of Members; (b) shall periodically review the By-laws and make recommendations for amendments, as necessary, to the Board of Directors; (c) shall review the document entitled "Qualifications of a Board Member", and update and revise it periodically; and (d) otherwise shall review and make recommendations with respect to the Board’s governance structures and “good governance” practices, as the President or Board may direct.
Section 8. The Headmaster Review Committee shall set a list of goals and objectives with the Headmaster, which informs his agenda for the ensuing year. The Headmaster Review Committee shall review the Headmaster's performance from time to time as directed by the President. The Chairman of the Education Committee shall be a member of the Headmaster Review Committee.
Section 9. The Strategic Planning Committee shall periodically review the strategic plan of the School. The Headmaster shall be a member of the Strategic Planning Committee.
Section 10. The External Relations Committee shall advise and assist the President and Headmaster in developing and maintaining favorable relationships with important external constituencies including the neighboring Aspen Hill community, the Peary Alumni Association, local civic associations, police and fire departments, elected Montgomery County and Maryland government officials, the Federation of Greater Washington, the Jewish Community Relations Council of Greater Washington and the Orthodox Union. The committee may recruit assistance from members of the Board of Directors, as needed in support of its goals.
Section 11. All committees described in Article VII Section 1 shall report to the Board of Directors as often as mandated, necessary or as requested by the President. The Board of Directors shall have final authority to modify or reject any policy established by any committee.
ARTICLE VIII - THE HEADMASTER
The roles and responsibilities of the Headmaster shall include the following: to implement and have overall responsibility for the education and business operations of the School in accordance with the annual budget approved by the Board of Directors; in consultation with the Executive Committee, to recruit, hire, supervise and release any principals and the Executive Director; to recruit, hire, supervise and release all other faculty and staff; to develop a clear set of expectations for every faculty and staff member; to serve in the student and faculty grievance review process pursuant to the policies approved by the Board of Directors as outlined in the student handbook, teachers' code, and other personnel manuals; to present an annual report to the Board of Directors; and to serve as the spiritual leader of the School.
ARTICLE IX - INDEMNIFICATION
The School hereby indemnifies any member of the Board of Directors, any officer of the School, or anyone who formerly served in any of these capacities, for any judgments entered against such individual, any payment in settlement of a suit, and the actual expenses reasonably incurred in connection with the defense of any action, suit or proceedings (whether civil, criminal, administrative) in which he is made a party by reason of being or having been a member, director or officer, except for those matters in which he is adjudged to be liable for gross negligence or willful misconduct in the performance of a duty. Such indemnification shall not be exclusive of any other rights to which such individual may be entitled under applicable law, the Articles of Incorporation of the School or any other By-law provisions, written agreements or resolutions of the Board of Directors. No person shall be entitled to indemnification under this Article IX unless he gives notice to the School that he is claiming indemnification and gives the School the opportunity to handle the defense of such claim.
ARTICLE X - AMENDMENTS AND CONSTRUCTION
Section 1. These By-laws may only be amended only in one of the following manners:
The proposed amendment shall be first submitted at a duly convened meeting of the Board of Directors in which a quorum is present. If the amendment is approved by the affirmative vote of at least two-thirds of the members of the Board of Directors present at such meeting, then the Board of Directors shall, in its discretion, direct either that a special meeting of the Members be called to consider the amendment or that the amendment be considered at the next annual meeting of the Members.
An amendment may be proposed by written petition submitted to the President with a copy to the Board of Directors and signed by at least 150 Members. All such petitions must be submitted to the President with a copy to the Board of Directors no less than 75 days prior to the meeting, annual or special, at which the proposed amendment is to be considered by the Members.
Following the occurrence of (a) or (b) as above provided, a favorable vote of not less than two-thirds of the Members present at a duly convened meeting of the Members at which a quorum is present shall be necessary for the enactment of any amendment to the By-laws. Notwithstanding any other provision hereof, in no event shall Article II, Section 2, or this sentence of Article X Section 1 be amended.
Written notice of the proposed amendment proposed pursuant to (a) or (b) above, shall be given to all Members no later than 45 days prior to the meeting of the Members, special or annual, to consider such amendment.
Section 2. All references in these By-laws to "he", "his" or "him" shall be interpreted to mean "he or she," "his or her", or "him or her", respectively.