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Congregation Kol Ami's Bylaws

Bylaws of Congregation Kol Ami, Inc.
A Missouri Non-profit Corporation

Article 1- Name, Offices, Mission and Vision 

Section 1: Name. The name of the corporation is Congregation Kol Ami, Inc. (“Kol Ami” or “Congregation”).   
Section 2: Principal Office. The principal office of Kol Ami in the State of Missouri shall be located in the City of Kansas City. 
Section 3: Registered Office and Registered Agent: The registered office and registered agent of Kol Ami required by statute to be maintained in the State of Missouri shall be determined by the Board of Directors as required by and in the manner provided by applicable provisions of Federal and State law and these Bylaws, including maintaining responsible party contact information with EIN in relevant States.
Section 4: Purpose: Kol Ami is a non-profit corporation organized and operated exclusively for charitable, educational, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). The Corporation shall operate as a public charitable organization within the meaning of Section 509(a)(1) or 509(a)(2) of the Code. No part of the net earnings of the Corporation or of its property shall inure to the benefit of any private individual or entity. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or interfere (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office. The Corporation shall refrain from any activities not permitted to be carried on by a corporation exempt from Federal income tax pursuant to Section 501(c)(3) of the Code. 
Section 5: Mission and Vision: Kol Ami is an inclusive kehillah (community) that offers vibrant worship and modern Jewish experiences in and for the heart of Kansas City. Kol Ami aims to provide a non-judgmental Jewish environment in which people from a broad range of backgrounds can engage with God, with each other, and with the larger Kansas City community.

Article 2 - Values

Section 1: Inclusion. Kol Ami welcomes everyone interested in exploring Judaism – all ages, ethnicities, genders and orientations; from all movements and from none; Jews by birth and by choice; singles, couples, and families including interfaith relationships. 
Section 2: Continuity. We are keepers of a sacred trust, which each generation renews as it relays to the next. We explore and experiment, but always rest on the foundation of our shared Jewish tradition: one tree of life that can be experienced in many ways. 
Section 3: Music. Song and instrument are at the heart of our spiritual and ritual expression. Our focus on congregational singing empowers everyone to share music as a pathway to Jewish worship; and we encourage and nurture the talents of our musicians and singers with opportunities for participation. 
Section 4: Social Engagement. We seek to help bridge the gaps and repair the broken places in ourselves, in each other, in our neighbors, and in and between all the communities and spheres of Kansas City. 
Section 5: Presence. We are anchored in the central city and reach out from here to foster a community of people across the metropolitan area committed to the health of the urban core, and to the idea that Jews should be part of it. 
Section 6: Action. Jewish tradition tells us that Torah is not only to be studied: it is to be lived. We steadfastly walk our talk, so that the power of words and the power in deeds stay aligned and feed each other. 

Article 3 - Membership and Financial Obligations

Section 1: Membership. Membership in the Congregation is open to any Jewish adult (age 18 or over). A member household includes an individual or a family of individuals sharing at least one point of contact. The adult individuals of each household who are responsible for the membership are identified as the heads of that household. Any household in which one head is Jewish may be a full member or an associate member of the Congregation. Dependent minors are considered household members. If a non-Jewish person participates in Kol Ami as part of a member household, then a death or divorce in that family will not terminate any non-Jewish member’s right to remain a member of the Congregation. 
Section 2: Membership Levels. Kol Ami offers multiple membership levels. 
A. Full Members agree to make a regular sustaining membership pledge to support the worship, programs, and outreach of Kol Ami. All full members receive information that is private to the Congregation, are listed in the member directory, can vote on congregational matters, may be elected as an officer or serve on the Board of Directors, and may serve on committees as a member or chair.  Candidates for President and Vice-President(s) must be Jewish.
B. Middle Adult Members. Individuals or families in which the Jewish head of household is under 40 years old can enjoy all the rights of Full Membership at a reduced sustaining pledge rate.
C. Young Adult Members. Individuals or families in which the Jewish head of household is under 30 years old can enjoy all the rights of Full Membership at a reduced sustaining pledge rate. 
D. Associate Members. Households incapable of full participation because they are also members of another congregation or primarily residing outside the Kansas City metropolitan area may join Kol Ami as associate members. Associate members make a regular sustaining pledge at a rate below the annual amount. They are listed in the member directory and receive mailings that are private to the Congregation, but they may not vote on congregational matters. Associate members may serve on committees but not as committee chair, which is reserved for members of the Board of Directors.
E. Friends of Kol Ami. Individuals or households wishing to pledge substantial and consistent
financial support to the Congregation but do not wish to join as members. For example, they
are not Jewish; they are in the process of converting; or they want to support Kol Ami’s social
justice or community involvement. They may do so as Friends of Kol Ami. Friends of Kol Ami
are recorded in our data base but are not listed in the member directory; nor can they vote on
congregational matters or serve as Board members. They may, however, serve on committees
and request yahrzeit and mi shebeirach listings.

Section 3: Voting. Each individual Full Member in good standing will be entitled to one vote. Each Full Member household in good standing with more than one adult will be entitled to two votes. Associate members are not entitled to vote.
Section 4. Good Standing. A member is in good standing if the household is current in its payment of financial obligations to the Congregation and otherwise complies with Congregational rules. Being current with pledge payment means that pledges for the year are paid or that the member is current on an approved payment plan. If a member misses one or more payments, the Treasurer will remind the member of their pledge. After 3 months of missed payments, the Treasurer will refer the member to the Vice President. The Vice President will discuss membership with the heads of household, and may suggest an adjusted pledge rate or that the pledge be suspended. Under an adjusted rate, or a suspended pledge, the membership remains in good standing. After 2 additional months of missed negotiated payments, the membership itself is terminated. 
Section 5: Financial Obligations of Members. The Board will determine pledge rates, assessments and other fees payable by members. The President, or the President’s designee, may waive or modify any financial obligation due from a member or prospective member. The Board will have all powers necessary to collect payments due to the fullest extent permitted by law. 
In the third quarter of each year, the Board of Directors will set pledge rates for each membership level for the coming year that are designed to cover Congregational expenses as recommended by the Treasurer. Each member household is expected to pledge at the set rate, but may pledge a lower rate or a higher rate as means allow with the Vice President’s prior approval. Once pledged, each household is expected to maintain its rate and frequency, keep its contact and banking information current and accurate, and notify the Treasurer of a change. 
Section 6. Suspension and Termination. The Board may by a simple majority vote suspend or terminate any membership under any of the following circumstances: 
1. Serious violation of law – where the member is convicted by a court of competent jurisdiction of a serious offense of moral turpitude; 
2. Imminent risk – where the Board adjudges the member to constitute an imminent risk to the health or safety of the Congregation or any person; or 
3. Persistent violation of Congregation decorum – where the member persistently disrupts services or other aspects of Congregation life – or, in the case of an associate member, where the member proselytizes Congregation members – after being warned by the Board that such conduct is inappropriate and may subject the member to suspension or termination. 

Article 4 - Board of Directors 

Section 1. Qualifications. Any adult member of the Congregation in good standing may be appointed to the Board. No two members from the same household may serve on the Board of Directors at the same time unless the Board otherwise determines after finding that the Congregation’s needs outweigh the potential detriment of household members serving on the Board. 
Section 2. Duties. The Board will conduct the business and manage the affairs, funds, records and property of the Congregation, except as these bylaws reserve a particular matter to decision by the entire Congregation. The Board will have all powers necessary to effectuate these duties, consistent with law. 
Section 3. Composition. The Board will consist of officers, committee chairs, members at large, and ex-officio members.  The Rabbi, the immediate Past President, and the Music Director will be ex- officio members of the Board.  They may advise and consult but may not vote on matters requiring formal approval by the Board, including budget and personnel decisions. 
Section 4. Term. Board Members may serve a term of two years which may be renewed. The President may serve a maximum of three two-year terms.  
Section 5. Quorum. A majority of the total number of Board members must be in attendance to constitute a quorum to conduct business. 
Section 6. Meetings. The Board will meet monthly. If the Board so determines, the Board may skip a monthly meeting provided that the Board meets at least quarterly. 
Section 7. Election/Appointment of Board Members. The Board may appoint any member in good standing, consistent with this Article, to serve as Board Member. 
Section 8. Committees. The Board may from time to time establish, govern, change and abolish such committees as it may determine to best serve the needs of the Congregation. The Board will make reasonable efforts to recruit members who are not Board Members to serve on committees, both to promote community investment in the Congregation and to identify members who have the interest, skills and temperament to serve as Board Members of the Congregation. 
Section 9. Indemnification. The Congregation will cause any person who is made a party to any legal action or proceeding, based on the person’s service as Board Member or Officer of the Congregation, to be defended and indemnified to the extent permitted by the Missouri Non-profit Corporation Act or any successor statute or implementing regulations. The Congregation will maintain appropriate Directors and Officers insurance for this purpose. Where the Congregation, directly or through its provider, advances to such Board Member or Officer expenses associated with defending any such action or proceeding, such Board Member or Officer will provide to the Congregation an undertaking to repay such amount if the Board Member or Officer ultimately is found ineligible for indemnification or to the extent expenses advanced exceed the indemnification to which the Board Member or Officer is entitled. Rights to defense, indemnification and advancement of expenses will continue even if a Board Member or Officer ceases to serve as such, and will inure to the benefit of such person’s heirs, executors and administrators in accordance with law. 

Article 5 - Officers

Section 1. Officers. The Board will choose from a minimum of 4 Officers –a President, a Vice President, a Secretary and a Treasurer – and may create, fill and abolish Additional Officer positions as the Board may from time to time determine. 
Section 2. Board Officer Duties. The duties of Board Officer will be as follows: 
1. The President will be chief executive officer of the Congregation. The President will preside at all meetings of the Board and Congregation, decide all questions of order, serve as ex officio member of all committees, designate duties performed by the Vice President, and make and deliver all reports that these bylaws require. The President will also meet with the Rabbi monthly and provide outreach to the Congregation. In case of a vacancy in another Board Officer position that the Board cannot immediately fill, the President will fulfill those duties on an interim and exigent basis, or may delegate such duties to another Board Member, until the Board selects a qualified successor. 
2.  Officers holding the title of Vice-President assume all the President’s duties, responsibilities and powers if the President is absent or unable to perform the functions of office, or if such office is otherwise vacant, until the Board appoints a successor. They oversee matters of compliance (insurance, business licenses, legal, not-for-profit registration, etc.), coordinate committee reports in advance of Board meetings. They oversee Congregational outreach and membership, (including keeping a roster of members and their addresses), meet with potential members , set pledge amounts for new members, communicate to Treasurer, President, Rabbi and others who need to know new member information, update and manage the member directory and the members-only email distribution lists, manage flow of information regarding members who may need assistance.  They also coordinate with resource development and donor relations, working to plan and execute activities.  They have such other duties as the President may prescribe. 
4. The Secretary will take and record accurate minutes of all Board and Congregational meetings, keep an accurate roster of terms for Board Members and Officers, and maintain by-laws and other Congregational documents. The Secretary will perform such other duties as the President or Board may provide. 
5. The Treasurer will establish and accurately maintain Congregation financial records, and cause to be prepared and submitted financial statements and reports as the President, Board or any government agency may require. The Treasurer will remit all financial obligations in a timely manner and will prepare budget and financial planning reports. The Treasurer will report to the Board at least quarterly, and at such other times as the Board may direct, the financial status of the Congregation’s accounts. 
Section 3. Additional Offices. The Board may from time to time create or abolish one or more Additional Offices. Each such Additional Officer(s) will have the powers and duties as the Board may prescribe, and the terms of such Additional Officer(s) will be coterminous with the Board Member(s) holding such Office(s). If the Board creates one or more Additional Office(s), the Board may reallocate the powers of Secretary and/or Treasurer, as provided in this Article, among such Board Officer(s) and such Additional Office(s). If the Board abolishes one or more Additional Offices to which any powers of Secretary and/or Treasurer was allocated, such powers will return to the appropriate Board Officer.

Article 6 – Congregation Meetings and Powers

Section 1. Annual Meeting. Each calendar year, the Board will hold an Annual Meeting of the Congregation during the first six months of the calendar year. At such Annual Meeting, the 
President will report on the Congregation’s welfare and finances, issues related to future planning and other congregational business that is not at the discretion of the Board of Directors. 
Section 2. Notice of Meeting. At least 20 days before a meeting of the Congregation, the Secretary will cause to be transmitted to all members, at their record addresses (whether postal or electronic), notice of such meeting, its time and place, its business in the case of a special meeting, and copies of any amendments to the bylaws subject to ratification at such meeting. 
Section 3. Quorum. At least 20% of the total number of Full Member and Young Adult households in good standing will constitute quorum of the Congregation to do business.

Article 7  - Clergy

Section 1. Duties and Status of Clergy. Clergy of the Congregation will perform all spiritual duties in accordance with their ordinations, the values of this Congregation, and Jewish precedent. Clergy will be eligible for compensation consistent with law and their service agreements. Clergy will be deemed an honorary member of the Congregation and ex officio member of the Board for purposes of attendance, insurance, defense and indemnification, but will have no official vote at any meeting. 
Section 2. Nomination of New Clergy. The President will nominate a Search Committee comprising himself or herself, two other Officers, and two non-Board Member full members of the Congregation. Once approved by the Board, the Search Committee will undertake an appropriate search and by majority vote recommend a clergy candidate. Provided the Board first approves such recommendation by majority vote, such nominee is subject to ratification by the Congregation at the next Annual Meeting or, at the President’s election, at a Special Meeting called for that purpose. 
Section 3. Service Agreements. The President or the President’s designee will negotiate service agreements with clergy and submit them to the Board for ratification. Such service agreements will provide for such compensation, expense reimbursement and duties as they jointly may determine. After the expiration of each clergy service agreement, such clergy will be resubmitted to the Congregation for ratification. 
Section 4. Terms. Clergy will serve such renewable terms as their service agreements may provide, subject to ratification by the Board. 
Section 5. Freedom of Pulpit. Consistent with Jewish spiritual values, clergy will enjoy freedom of the pulpit in all spiritual matters. 
Section 6. Ethics Compliance. All clergy will maintain compliance with a professional ethics code approved and enforced by a recognized Jewish clergy association. Compliance with such ethics code will be a condition of clergy service to the Congregation. A determination by the ethics code’s enforcement officials that clergy committed a serious violation of such code will be cause for the Board immediately to suspend or terminate such clergy from the Congregation, and to suspend or abrogate the clergy’s service agreement with the Congregation. 
Section 7. Termination. Notwithstanding any provision of law or service agreement, the Congregation may terminate clergy with or without cause by two-thirds vote of the Board, or two-thirds vote of the entire Congregation for misconduct or failure to perform duties. Prior to any such vote, the Board will give such clergy in writing the stated cause for termination, and the clergy will be accorded a reasonable opportunity to be heard. At the clergy’s discretion, the clergy may request mediation of the dispute, in which case clergy and the Congregation will pursue mediation in good faith. Any termination vote will be delayed at least 60 days in deference to such mediation process. In case of mediation, the Board by two-thirds vote may suspend the clergy with pay pending mediation.

Article 8 – Amendments and Miscellaneous Provisions

Section 1. Amendments. An amendment to these bylaws may be proposed in writing either by the Board or by petition signed by at least 15 households in good standing and submitted to the Secretary. Such proposed amendment will be subject to ratification by the Congregation at the next Annual Meeting occurring at least 30 days after the date of such proposal, or at a Special Meeting to be convened at least 30 days after the date of such proposal if the Board or petitioners so specify. At least 20 days before such meeting, the Secretary will cause to be transmitted to all members, at their record addresses (whether postal or electronic), the text of such proposed amendment along with the meeting notice required by section 3 of Article 6. Such proposed amendment will become immediately effective on affirmative vote of two-thirds of the Congregation present and voting at such meeting, quorum first being obtained. No provision of an amendment curtailing the term of office of a Board Member or Officer will take effect as to such Board Member or Officer until the expiration of the Board Member or Officer’s term absent operation of such amendment. 
Section 2. Qualification for Tax-Exempt Status. The Congregation will maintain its status as a religious and charitable organization. To the extent that the Congregation maintains its tax-exempt status under section 501(c)(3) of the Internal Revenue Code, or any successor provision of law applicable to tax-exempt organizations, the Congregation will operate in accordance with the requirements of such tax-exempt status, as applicable. 
Section 3. Fiscal and Membership Year. The fiscal and membership year of the Congregation will be January 1 to December 31. 

Ratified at May 5, 2023 Congregational Meeting

Mon, July 15 2024 9 Tammuz 5784