Talmud Torah By-Laws

By-Laws Of Edmonton Talmud Torah

Article I - NAME

Section 1:

The name of the Institution shall be the Edmonton Talmud Torah hereinafter called the Society.

Article II - OPERATIONS

Section 1:

The operations of the Society are to be chiefly carried on in the City of Edmonton.

Article III - MEMBERSHIP

Section 1:

Any parent or guardian of a child who attends the Society's school or preschool or daycare, or is registered to attend the school or preschool or daycare for the immediate following school year (individually a "Parent", and more than one Parent shall be "Parents") is a member of the Society.

Section 2:

Any person eighteen (18) years of age or older who:

(a) Has directly contributed a minimum of $18 to the Edmonton Talmud Torah Society during the period beginning the day after the prior Society AGM until 30 days prior to the current AGM; or

(b) Is one of the members of a household that has directly contributed to the Edmonton Talmud Torah Society during the period beginning the day after the prior Society AGM until 30 days prior to the current AGM an amount that is at minimum equal to $18 per member of the household that seeks to be recognized as a member of the Society; or

(c) Is a member of the Jewish Federation of Edmonton as of the day that is 30 days prior to the current Talmud Torah Society AGM;

is a member of the Society for that fiscal year.

Section 2.2:

Notwithstanding sections 1 and 2, the Board of Directors of the Society may from time to time bestow upon individuals Lifetime Memberships in the Society, with full rights of membership.

Section 3:

Any member may resign his/her membership in the Society at any time by letter mailed post-paid or delivered personally to the Secretary of the Society

Section 4:

Any member of the Society may be expelled from membership, after being given 30 days' written notice, by a vote of not less than 99% of those members present at any Annual General Meeting. Proxies shall be prohibited for any vote pertaining to expulsion.

Section 5:

All members are considered to be members in good standing unless the provisions of Article III, Section 4, or Article XI, Section 4(f) apply.

Article IV - BOARD OF DIRECTORS

Section 1:

Members are disqualified from election to the Board of Directors if they are engaged as employees of the Society or if they have an outstanding debt or obligation to the Society, and have not put in place an approved proposal to pay the debt/obligation.

Section 2:

The Board of Directors of the Society shall consist of:

(a) up to Twelve (12) elected members;

(b) The Immediate Past-President of the Society;

(c) The immediate past-president of the society; c) an ex-officio board member, who is concurrently serving as a member of the Talmud Torah school council executive (with preference given to having this position filled by the chair of the Talmud Torah school council executive). This board member is subject to all conditions placed on board members in the bylaws (including without limitation the requirement to meet the criteria outlined in article iv section 1), together with any other policies applying to elected members. The school council representative will be selected by the Talmud Torah school council executive and will serve a 1-year term.

Section 3:

At the meetings of the Board of Directors the following shall be entitled to vote:

(a) Each Elected Member except the President of the Society whose vote may be exercised only to break a tie;

(b) The Immediate Past-President of the Society;

Section 4:

At all meetings of the Board of Directors a quorum shall consist of a simple majority of the group comprised of the sitting Elected Members and the ex-officio Talmud Torah School Council member.

Section 5:

Except as hereinafter provided the Board of Directors of the Society shall exercise the administration, control and management of the Society's affairs and the Society's school upon the advice and recommendations of the Board's various committees, the Executive Director of the Society's school and the Society's authorized auxiliaries.

Section 6:

Without restricting the generality of the powers referred to in Section 5, the Board of Directors shall formulate all policy:

(a) For the Society's school concerning entrance, age and financial requirements, registration procedure and the secular and non-secular curricula; and

(b) For the activities in the Society's school of any authorized auxiliaries of the Society insofar as such activities affect the proper management of the said school provided however that the Board shall not set any policy which affects any auxiliary unless and until there has been full consultation with the auxiliary concerned.

Section 7:

The Board of Directors of the Society, for the purpose of carrying out the objects of the Society as filed at Corporate Registry shall have the power:

(a) To authorize the borrowing, raising of money or obtaining the payment of money in such manner as the Board thinks fit;

(b) Subject to Section 8 of this Article IV, to acquire lands or buildings by purchase or otherwise and to erect or otherwise provide a building or buildings;

(c) Subject to Section 8 of this Article IV, to sell, lease, mortgage, dispose, or otherwise deal with the lands and buildings of the Society;

(d) Engage or re-engage or suspend or dismiss the Executive Director of the Society's school;

(e) To devise, revise, regulate and exercise all policies pertaining to the Hebrew curriculum and non-Edmonton Public School Board activities of the Society's school;

(f) To devise, revise, regulate and exercise all policies pertaining to the Society relating to the collection of all monies accruing to the Society's school, disbursement of monies for the operation of the Society's school including the salary of academic and non-academic staff, tuition fees, budgets, financial records, registration and approve the disbursement of monies which have not already been approved in the budget.

Section 8:

Before any decision made by the Board of Directors pursuant to the powers granted in Section 7 (b) of Article IV becomes effective such decision shall be approved by ordinary resolution at either an Annual General Meeting or a Special Meeting of the Society. Before any decision made by the Board of Directors pursuant to the powers granted in Section 7(c) of Article IV becomes effective, such decision shall be approved by a two-thirds (2/3) majority at either an Annual General Meeting or a Special Meeting of the Society

Section 9:

The Board of Directors of the Society shall have all powers necessary to administer the Society's affairs for the purpose of carrying out the Society's objects as filed at Corporate Registry notwithstanding the fact that such powers may not be expressly provided in these By-Laws.

Section 10:

No remuneration shall be provided to any member of the Board of Directors for services rendered by any such member except reimbursement to any such member for duly authorized expenses incurred in rendering such services.

Article V - TALMUD TORAH SOCIETY

Section 1:

The Society manages the Society's School fundraising activities, all financial affairs of the Society, all issues related to the building and lands of the Society, all issues related to employees/contractors of the Society, the Judaic Studies and non-Edmonton Public School Board activities related to the Society's School.

Article VI - PURPOSE AND RELATIONSHIP TO THE COUNCIL

Section 1:

The School Council for the Edmonton Talmud Torah School ("the Council") is established as a School Council as contemplated by the Education Act and is subject to that Act and the Regulation. The role of the Council is to consult with the principal of the School and exchange ideas and opinions so as to assist the principal in making decisions relating to the School. The Council is distinct and separate from the Society and does not have any jurisdiction over the affairs of the Society

Article VII - OFFICERS OF THE SOCIETY

Section 1:

The elected officers of the Society shall consist of:

(a) the President;

(b) the First Vice President;

(d) the Secretary;

(e) the Treasurer.

Section 2:

The officers of the Society shall constitute an Executive Committee which shall act on behalf of the Board of Directors between meetings with such powers as the Board may delegate to it, consistent with the provisions of these By-Laws.

Section 3:

The officers shall be elected for a term of one (1) year.

Section 4:

The duties of the elected officers shall be

(a) President - He/She shall preside at all meetings of the Executive Committee and the Board of Directors. He/She shall ensure that the Board's various committees function properly and shall serve as a member ex-officio of all such committees. He/She is the official representative of the Society. He/She, on the recommendation of the Executive Committee, shall have the power to appoint representatives to organizations or societies.

(b) First Vice-President - In the absence of the President, he/she shall preside at all meetings of the Society and shall assume all other duties and powers of the President.

(c) Second Vice-President - In the absence of the President and first Vice President, he/she shall preside at all meetings of the Society and shall assume all other duties and powers of the President.

(d) Treasurer - He/She shall (or shall oversee the Executive Director) receive all monies payable to the Society, make deposits and keep books for accounts receivable and accounts payable. He/She shall (or shall oversee the Executive Director) issue cheques as authorized by the President and he/she shall (or shall oversee the Executive Director) keep the financial books and records and record all financial transactions. He/She shall (or shall oversee the Executive Director) submit the financial records to the Society's auditors for the preparation of the annual audited statement.

(e) Secretary - He/She shall record any minutes of the Board of Directors meetings and the Society's Annual General Meeting, and special meetings of the Society He/She shall keep in his custody the minutes for the current year and he/she shall turn over these recorded minutes to the Archives of the Society on the completion of his term in office. He/She shall keep a copy of the Society's By-Laws and records with his minute book for reference at all meetings. He/She shall be responsible for all correspondence as directed by the President

Section 5:

No remuneration shall be paid to any officer of the Society for services rendered by any such officer except reimbursement to any such officer for duly authorized expenses incurred by that officer in rendering such services.

Article VIII - COMMITTEES

Section 1:

The Board of Directors of the Society may establish committees as it sees fit to deal with matters from time to time as it deems appropriate. Each of the aforesaid committees shall report directly to the Board. Membership of the aforesaid committees shall be appointed by the Board of Directors who may appoint committee chairpersons who maybe members of the Board of Directors.

Section 2:

While it is contemplated that in most instances committee members would also be members of the Board, it may be the case that specific expertise is required for a specific committee to conduct its activities. In this case, the President has the authority to call on outside expertise as required.

Article IX - ADMINISTRATION OF THE SOCIETY'S SCHOOL

Section 1:

The Executive Director of the Society's school shall at all times be responsible to the Board of Directors, collectively, for the proper functioning of the Society's school within the guidelines and policies as set by the Board of Directors.

Article X - AUXILIARIES OF THE SOCIETY

Section 1:

There are currently no authorized Auxiliaries of the Society. Any new auxiliaries may be authorized by the Board of Directors of the Society.

Article XI - MEETINGS

Section 1:

The Society's Board of Directors shall hold a minimum of four (4) Board of Directors' meetings per school year.

Section 2:

The first Board of Directors meeting following the Annual General Meeting shall be held within three (3) weeks after the Annual General Meeting.

Section 3:

Special Meetings of the Society shall be held at any time at the direction of the President, or when requested in writing by ten (10) members of the Board of Directors of the Society or upon written request of at least twenty-five (25) members in good standing of the Society.

Section 4:

(a) An Annual General Meeting of the Society shall be held before the end of the current school term on a date fixed by the President of the Society.

(b) A notice of the Annual General Meeting or any Special Meeting of the Society shall be mailed, emailed, faxed or delivered to all Parents and shall be posted in such places determined by the Board of Directors at least thirty (30) days prior to the date fixed for such meetings.

(d) If within half an hour from the time appointed for the Annual General Meeting or Special Meeting, a quorum is not present the meeting shall be dissolved; provided that in the case of the Annual General Meeting or Special Meeting, such meeting shall stand adjourned to a day, time and place fixed by the President of the Society within a period of one month upon notice as herein before set out and if at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting the members present shall constitute a quorum.

(e) each member in good standing is entitled to case one (1) vote at all annual general meetings and special meetings. Proxies shall be prohibited at the annual general meetings and special meetings

(f) a member shall automatically lose their entitlement to vote at the annual general meeting and any special meetings if the member has failed to pay any outstanding debt/obligation to society without having put in place an approved payment plan by the time of the such meeting, and shall be considered to be a member not in good standing.

Section 5:

All regular meetings of the Board of Directors shall be open to members of the Society as observers. At the President's discretion the meeting may be closed to the members of the Society.

Section 6:

Board of Directors’ meetings and Meetings of Members shall be hosted and held in person whenever feasible. Feasibility to attend a meeting in person will be decided at the discretion of the meeting chair prior to the meeting being called to order. When it is not feasible to host the meeting in person, the meeting may be held by video conference that permits all participants to communicate adequately with each other and share documents during the meeting.

Article XII - ELECTION OF REPRESENTATIVES, BOARD MEMBERS AND OFFICERS

Section 1:

The existing Directors of the Society shall continue in office until the election of Directors is completed at the Annual General Meeting or Special Meeting following the Special Meeting at which these bylaws have been ratified and adopted.

Section 2:

(a) At the yearly Annual General Meeting of the Society, Members at large with expiring terms will be replaced.

(b) To replace these positions, members of the Society will be elected as Members at large to hold office for a term expiring no later than the close of the third annual meeting of members following their election. Term lengths (up to 3 years) available to nominees at each AGM, will be at the recommendation of the governance committee, with the approval of the board, to restore the balance in board turnover.

(c) Elected members with expiring terms may run for re-election subject to the service duration limits below and are required to submit a nomination form as per Article XII Section 5.

(d) Elected Members may serve for a total period of up to six consecutive years, after which they must take a mandatory hiatus of 12 months prior to being eligible for re-election or reappointment. Individuals on hiatus may continue to serve the Society in other capacities (e.g. committee work).

Section 3:

The Secretary shall mail, email, fax or deliver or cause to be mailed, emailed, faxed or delivered to all Parents and post or cause to be posted, in such places determined by the Board of Directors at least thirty (30) days prior to the Annual General Meeting or Special Meeting, notice of any Annual General Meeting or Special Meeting together with an agenda and a form for the nomination of members of the Board of Directors.

Section 4:

The nomination form shall include the following elements:

(a) The name of the nominee;

(b) A brief biography of the nominee;

(d) The consent of the nominee.

Section 5:

The nomination forms must be returned to the Secretary not later than one (1) week prior to the Annual General Meeting.

Section 6:

Any nominee who stands for election may make a brief oral presentation giving a biographical sketch of him/herself prior to balloting.

Section 7:

If more than the required number of candidates for election to the Board of Directors are nominated there shall be an election by closed ballot, otherwise the nominees shall be considered as duly elected to the Board of Directors.

Section 7.1:

(a) The closed ballot shall be conducted in accordance with procedures determined by the Board in advance of the election, and shall include reasonable means to ensure that ballots are numbered, controlled, distributed, cast and counted in an appropriate and fair manner. Only members of the Society in attendance at the Annual General Meeting may vote and elect the Directors. Proxies shall be prohibited.

(b) Anything that permits a member to be identified with his or her ballot shall not be deemed to be appropriate and fair.

Section 8:

At the first meeting of the Board of Directors following the Annual General Meeting election of officers of the Society from within the elected Board members shall take place.

Section 9:

If any vacancy shall occur in any position of the elected officers, the Board of Directors may make an appointment to complete the term of office for that year of any such elected officer.

Section 10:

A member of the Board of Directors may withdraw or resign from the Board by formal notice in writing to the President.

Section 11:

(a) A member of the Board of Directors may for cause and by the vote of a two-thirds majority of the Board of Directors be removed from the Board and/or censured for any action deemed by the Board to be prejudicial to the Society's school.

(b) Notice of intention to make such a motion shall be mailed, emailed or faxed to all members of the Board of Directors. The matter shall come before a Board of Directors meeting not earlier than two (2) weeks and not later than four (4) weeks from the date of mailing of such notice. The member of the Board of Directors in question shall be notified in writing by registered mail of such intention at least seven (7) days before such notice is sent out to the membership of the Board of Directors.

(c) Cause for removal and/or censure of a member of the Board of Directors shall include: (i) Incapacity to fulfill the duties of his office;

(ii) Misconduct which renders the membership of such a person on the Board of Directors undesirable or unsatisfactory.

(iii) Any member of the Board of Directors who misses three (3) consecutive meetings shall be deemed to have resigned as a member of the Board of Directors.

Section 12:

If during any school year a vacancy should occur in the membership of the Board of Directors for any reason, the Board of Directors may fill the vacancy for the unexpired term.

Section 13:

After the Annual General Meeting the officers from the preceding term shall continue in office until the election of officers is completed at the first meeting of the Board of Directors following the Annual General Meeting.

Article XIII - FINANCIAL DIRECTIONS

Section 1:

(a) The accounts of the Society shall be audited annually by chartered accountants appointed by the Board of Directors and the audited statement presented to the Board of Directors after the conclusion of the fiscal year.

(b) The annual audited statement shall be published in such manner as the Board of Directors see fit.

Section 2:

The fiscal year shall run for such period not to exceed 12 calendar months, as the Directors shall determine from time to time.

Section 3:

The Executive Director of the Society's School, the school Secretary, the President, First Vice-President and the Treasurer shall be bonded and such other Directors or officers as the Directors shall determine from time to time.

Section 4:

The financial books and records of the Society shall be open to inspection upon written request to the Society President by any member of the Society with fifteen (15) days' notice. Such inspection shall be conducted in the office of the Treasurer or Secretary.

Section 5:

All cheques drawn upon any monies of the Society shall be signed by any two of the following: (a) the President

(b) the First Vice-President

(d) the Secretary

Article XIV - THE SOCIETY'S SEAL

Section 1:

The Society's seal shall be in the custody of the elected President of the Society and shall be kept in the office of the Executive Director of the Society's school.

Section 2:

The President of the Society shall be the only person authorized to use the seal.

Article XV - AMENDMENTS TO THE BY-LAWS

Section 1:

These by-laws may be amended at any Annual General Meeting of the Society by the vote of not less than seventy five (75%) percent of the members present and voting, provided that a notice of motion has been mailed, emailed, faxed or delivered to all Parents and such notice of motion has been posted in such places determined by the Board of Directors, at least twenty one (21) days prior to the meeting at which action is to be taken.

Article XVI - PREVIOUS BY-LAWS

Section 1:

All previous by-laws of the Society are hereby rescinded.

Article XVII - RULES OF ORDER

Section 1:

Roberts' "Rules of Order" (current edition) shall govern all points of order not contained in these bylaws and in any amendments thereto, or in any rules and regulations which may hereinafter be adopted by the Society.

Article XVIII - DISSOLUTION

Section 1:

In the event of dissolution or a winding up of the Society, all of the Society's remaining assets shall be distributed to one or more recognized Jewish charitable organizations in Edmonton.

Table of Contents

Sub Item 1 (H3)