The City Shul Congregation – By-Laws. Adopted December 13, 2022 and amended December 11, 2025. Replaces by-laws adopted May 27, 2014 and amended June 15, 2020 and December 14, 2021.

Part 1 – The Leadership Team and those who report to it

1. Leadership Team

1) The board of directors of City Shul is called the Leadership Team, and the directors of City Shul are called the Leadership Team members.

Leadership Team leads City Shul. 2) The Leadership Team is the governing body of City Shul. All of City Shul’s officers, committees, task forces, volunteers and employees, whether religious or secular, are subject to the Leadership Team’s direction and control.

2. Duties of Leadership Team members

Leadership Team members must comply with the duties set out in Appendix 1.

3. Calling Leadership Team meetings

The Chair may call a Leadership Team meeting for any time.

3.1 Location of Leadership Team meeting

The Chair must set the location of the meeting, unless they choose to hold the meeting remotely under provision 3.2 (1).

3.2 Remote Leadership Team meeting

1) The Chair may choose to hold the Leadership Team meeting remotely, such as online, as long as everyone attending will be able to communicate with each other simultaneously and instantaneously.

Hybrid Leadership Team meeting. 2) The Chair may choose to hold the meeting as a hybrid meeting which takes place both in-person and remotely, as long as everyone attending will be able to communicate with each other simultaneously and instantaneously.

3.3 Notice of Leadership Team meeting

1) The Chair or their delegate must send notice of the meeting not less than 3 days before the meeting.

Recipients. 2) The notice must be sent to each Leadership Team member.

Contents. 3) The notice must include: 1 If the meeting is in person, the location. 2 If the meeting is remote, how to participate remotely. 3 If the meeting is hybrid, the location and how to participate remotely.

3.4 Leadership Team meeting on very short notice

A Leadership Team meeting may go ahead with less than 3 days notice if all Leadership Team members attend, or if each absent Leadership Team member says in writing that the meeting may go ahead without them.

4. Conduct of Leadership Team meetings

Quorum. 1) A majority of Leadership Team members is a quorum for Leadership Team meetings.

Chair. 2) The Chair chairs Leadership Team meetings.

Attendees. 3) Leadership Team members are entitled to attend all Leadership Team meetings. The Chair or the Leadership Team (acting by majority vote) may invite others to attend.

Majority vote. 4) The Leadership Team makes decisions by majority vote.

Chair’s casting vote. 5) The Chair does not vote unless there is a tie, in which case the Chair casts a vote to break the tie.

Rules of order. 6) The Leadership Team follows Bourinot’s Rules of Order.

5. Acting without meeting

The Leadership Team may act by unanimous written resolution without a meeting, but only at the Chair’s request.

6. Officers

Chair. 1) The Leadership Team must appoint a Chair, and may set out the Chair’s terms of reference, including what powers are delegated to them, if any, and what reports they must make to the Leadership Team, if any.

Other officers. 2) The Leadership Team may appoint other officers, and may set out the officers’ terms of reference, including what powers are delegated to them, if any, and what reports they must make to the Leadership Team, if any.

Holding multiple offices. 3) A Leadership Team member may be appointed to any office, and multiple offices can be held by the same individual.

Employee officers. 4) Any employee who performs the functions of the general manager of City Shul is an officer, and the Leadership Team may clarify which employees are officers.

Duties of officers. 5) Officers must comply with the duties set out in Appendix 1, even if they are not Leadership Team members.

Employee officers are not LT members. 6) Employees who are officers are not Leadership Team members, and do not have a vote.

7. Executive Committee

1) The Leadership Team may establish an Executive Committee and appoint its members, and may set out its terms of reference, including what powers are delegated to it, if any, and what reports it must make to the Leadership Team, if any.

Rules of order. 2) The Executive Committee may choose what rules of order to follow and may choose to operate informally, unless the Leadership Team directs otherwise.

Acting without meeting. 3) Unless the Leadership Team directs otherwise, the Executive Committee may act by unanimous written resolution without a meeting, but only at the Chair’s request.

8. Other committees, groups, task forces and roles

1) The Leadership Team may establish other committees, groups, task forces and roles, and set out their terms of reference, including what powers are delegated to them, if any, and what reports they must make to the Leadership Team, if any.

Direction and control. 2) To be clear, as part of its direction and control over committees, groups, task forces and roles, the Leadership Team may appoint their membership, appoint any chair, and make rules about membership or about who may take the chair.

Rules of order. 3) A committee, group, or task force may choose what rules of order to follow and may choose to operate informally, unless the Leadership Team directs otherwise.

9. Powers that cannot be delegated

The Leadership Team must not delegate the following powers, not even to the Executive Committee:

1 To put something on the agenda of the annual general meeting (or on the agenda of another meeting of members).
2 To fill a vacancy among Leadership Team members, or to fill a vacancy in the auditor position.
3 To appoint additional Leadership Team members.
4 To issue debt (except to issue debt as authorized by the Leadership Team).
5 To approve the audited financial statements.
6 To propose amendments to the by-laws.
7 To set mandatory contributions or dues.

10. Religious decisions

Appointment of religious decision-maker. 1) City Shul’s most senior clergyperson is the marah d’atara (local religious decision-maker) of City Shul.

Disambiguation. 2) The Leadership Team may disambiguate which clergyperson is the marah d’atara.

11. No work on Shabbat, festivals, etc.

1) Meetings of the Leadership Team, committees, task forces and other decision-making or advisory groups do not take place on Shabbat, festivals or other Jewish holidays.

Disambiguation. 2) Questions about which days this applies to are decided by the marah d’atara.

12. Transactions

Signing authority. 1) Any two officers have signing authority for any transaction or document to be signed by City Shul, including banking documents.

Other signing authority. 2) The Leadership Team may authorize other signing authority.

Borrowing and debt. 3) The Leadership Team may decide to have City Shul borrow money on City Shul’s credit, and may use any of City Shul’s property to secure a City Shul debt, obligation or liability.

Unsecured borrowing. 4) Unsecured borrowing is permitted only to pay for current operating expenses.

Investment. 5) City Shul may invest the funds of City Shul pursuant to the Trustee Act.

13. Privileges for employees and their families

The Leadership Team may permit some or all of City Shul’s employees and their families to attend City Shul and to access its member services without being members, and may do the same re retired employees and their families.

14. Records

1) The Leadership Team must ensure that City Shul keeps the records set out in Appendix 2.

Access. 2) All Leadership Team members may view and get copies of the records.

Part 2 – The Annual General Meeting

15. Nominations

1) The Leadership Team may establish a nominations process to put together a slate of members to propose to the membership for election to the Leadership Team (the “Leadership Team slate”).

Requirements for the slate. 2) The Leadership Team slate must comply with the Leadership Team composition, eligibility and term requirements set out in Appendix 3.

16. Annual General Meeting

1) The Leadership Team must call an annual general meeting to take place within 15 months of the previous annual general meeting and no more than 6 months after the end of City Shul’s fiscal year.

Special meeting. 2) The Leadership Team must call the meeting as a special meeting as well as an annual general meeting if any of the business the Leadership Team intends to have transacted at the meeting requires a special resolution, as set out in Appendix 4.

17. Location of AGM

The Leadership Team must set the location of the annual general meeting, unless it chooses to hold the meeting remotely under provision 18 (1).

18. Remote AGM

1) The Leadership Team may choose to hold the annual general meeting remotely, such as online, as long as everyone entitled to attend will be able to reasonably participate.

Hybrid AGM. 2) The Leadership Team may choose to hold a hybrid annual general meeting which takes place both in-person and remotely, as long as everyone entitled to attend will be able to reasonably participate.

19. Advance voting for AGM

The Leadership Team may choose to allow advance voting by mail, telephone, or electronic means.

20. Record date for AGM

1) The record date for members to be entitled to receive notice of the annual general meeting and to be entitled to vote at the annual general meeting is the close of the business day immediately before the day that the notice of the meeting is sent.

Other date may be fixed. 2) However, the Leadership Team may fix a different record date in accordance with the Not-for-Profit Corporations Act, 2010 s 54.

21. Proxy cut-off time for AGM

The Leadership Team may fix a cut-off time for depositing proxies, but that time must be less than or equal to 48 hours before the annual general meeting, not including weekends and statutory holidays.

22. Notice of AGM

1) The Chair or their delegate must send notice of the annual general meeting not less than 10 days and not more than 50 days before the meeting.

Recipients. 2) The notice must be sent to: 1 Each member entitled to receive it. 2 Each Leadership Team member. 3 The auditor.

Contents. 3) The notice must include:

1 Whether any business other than the following is to be transacted (“special business”): 1 Presenting the audited financial statements and auditor’s report, and approving the audited financial statements. 2 Reappointing the incumbent auditor. 3 Electing any Leadership Team members.
2 The nature of any special business, in sufficient detail to permit a member to form a reasoned judgment about it.
3 If any of the special business requires a special resolution as set out in Appendix 4, the text of any special resolution, and that the meeting will be both an annual general meeting and a special meeting. (See also provision 16 (2).) Note that most special business does not require a special resolution.
4 The cut-off time for depositing proxies, if any.
5 If the meeting is in person, the location.
6 If the meeting is remote, how to participate remotely.
7 If the meeting is hybrid, the location and how to participate remotely.

Proxies. 4) The Chair or their delegate may send out a proxy form setting out: 1 The meeting at which the proxy is to be used. 2 That the proxy is solicited by the management of City Shul. 3 The powers granted under the proxy. If the powers include discretionary authority re amendments to matters identified in the notice of the meeting, or re other matters that may properly come before the meeting, the proxy form must say so. 4 A place to sign the proxy form.

23. Audited financial statements for AGM

1) The Leadership Team approves the audited financial statements and at least one Leadership Team member signs them, at least 5 business days before the annual general meeting.

Distributing the statements. 2) The Chair or their delegate distributes a copy of the signed audited financial statements, accompanied by the auditor’s report, to: 1 All members who have said they want one. They must be sent it at least 5 business days before the annual general meeting. 2 Anyone else the Chair or their delegate chooses to send it to (such as to the full membership).

24. Conduct of AGM – Basics

Quorum. 1) Ten percent of the membership eligible to vote is a quorum for the annual general meeting.

Chair. 2) The Chair or their delegate chairs the annual general meeting.

Attendees. 3) Leadership Team members, officers, City Shul members, proxyholders for City Shul members and the auditor are entitled to attend the annual general meeting. The Chair or the membership (acting by majority vote) may invite others to attend.

Business of the AGM. 4) The business of the annual general meeting includes: 1 Approving the agenda. 2 Presenting the audited financial statements and auditor’s report, and approving the audited financial statements. 3 Appointing an auditor to hold office until the next annual general meeting is over. 4 Electing any Leadership Team members. 5 Any special business set out in the notice.

Voting by proxy. 5) Members may vote by way of a proxy, but only if they: 1 Sign a proxy form. 2 Appoint a member as their proxy. 3 Deposit the proxy before the cut-off time for depositing proxies, if any.

25. Conduct of AGM – Voting

Majority vote. 1) The membership makes decisions by majority vote.

Special resolutions. 2) However, if there are any special resolutions (see Appendix 4), a two-thirds majority is required to pass them.

Chair’s casting vote. 3) The Chair does not vote unless there is a tie, in which case the Chair casts a vote to break the tie. The Chair does not vote on special resolutions in any circumstance.

Vote by fair method. 4) The Chair may conduct the votes by any fair method, including show of hands.

Vote by ballot on request. 4.1) However, any member or proxyholder may require a vote by ballot, either before the vote or after the vote is held by another method. The vote by ballot prevails.

Election by slate. 5) The Chair may conduct the election of Leadership Team members by asking the membership to vote for the whole Leadership Team slate at once, if there are no independent nominees.

Contested election. 6) But even if there are no independent nominees, any member may require a contested election in accordance with provision 48.

26. Conduct of AGM – Rules and motions

Permissible motions for special purposes. 1) The following motions for special purposes are in order:

1 Motion to adjourn: If the motion carries, the meeting is adjourned.
2 Motion to defer to a later position in the agenda: If the motion carries, discussion of the main motion ceases until the later position in the agenda.
3 Motion to end discussion: If the motion carries, discussion ends and the main motion is voted on without further discussion. If the motion to end discussion is defeated, discussion continues.
4 Motion to continue discussion: Only applicable if the Chair closes the discussion. If the motion carries, the discussion continues anyways, until the Chair attempts to close it again or the membership carries a motion to end discussion. If the motion to continue discussion is defeated, discussion ends and the main motion is voted on without further discussion.

Prohibited motions for special purposes. 2) The following motions for special purposes are not in order:

1 Motion to proceed to next business: This prohibited motion would prohibit further discussion or voting on the main motion.
2 Motion for the previous question/putting the question/calling the question: This prohibited motion is replaced by the motion to end discussion, above. (A motion for the previous question, to put the question or to call the question, if defeated, prohibits further discussion or voting on the main motion.)
3 Motion to defer to a later meeting: This prohibited motion would cease discussion and voting on the main motion until a later meeting.
4 Motion to table: This prohibited motion ends discussion and voting on the main motion until a further motion to retake the main motion from the table and continue discussion carries.
5 Motion to refer: This prohibited motion would refer the question to a different body.

Rules of order. 3) The membership follows Bourinot’s Rules of Order.

27. Post-AGM actions

1) The Leadership Team fixes the auditor’s remuneration, unless the membership did so.

Notice to auditor. 2) The Chair or their delegate notifies the auditor of their appointment in writing immediately after the annual general meeting.

Written consents to serve. 3) Each Leadership Team member elected at the annual general meeting must give the Chair or their delegate a consent to serve as a Leadership Team member within 10 days of the annual general meeting (unless they were reelected without any break in service, or they provided it within 10 days before the annual general meeting).

Part 3 – Special operations at the Leadership Team

28. Conflicts of interest

Conflicts of interest are dealt with in accordance with Appendix 1, provision 4.

29. Chair not present

If the Chair doesn’t attend a Leadership Team meeting:

1 The meeting is chaired by the Chair’s delegate until the Chair arrives.
2 If there is no such delegate, the meeting is chaired by the officer whose responsibility includes chairing in the Chair’s absence until the Chair arrives, or if they aren’t there, the officer whose responsibility includes chairing in the absence of the Chair and that other officer until one of them arrives, and so forth.
3 If there is no such officer or none of them attends, the Leadership Team elects a Leadership Team member to chair that meeting until the Chair or one of those other officers arrive.

30. Making meetings happen

Requisitioning a meeting. 1) Five Leadership Team members may require the Chair to call a Leadership Team meeting by requisitioning it in writing.

Calling a meeting if the Chair is unresponsive. 2) If the Chair fails to comply with the requisition, five Leadership Team members may call a Leadership Team meeting, and provisions 3 to 3.4 apply as if those Leadership Team members are collectively the Chair.

Calling a meeting if there is no Chair. 3) If the position of Chair becomes vacant, such as because the Chair resigns or dies: 1 The officer whose responsibility includes chairing in the Chair’s absence may call a Leadership Team meeting. 2 Five Leadership Team members may require that officer to call a Leadership Team meeting by requisitioning it in writing. 3 If that officer fails to comply with the requisition or if there is no such officer, five Leadership Team members may call a Leadership Team meeting, and provisions 3 to 3.4 apply as if those Leadership Team members are collectively the Chair.

31. Supervision of officers

1) The Leadership Team may amend an officer’s terms of reference and otherwise exercise direction and control over them at any time for any reason.

Removal of officers. 2) The Leadership Team may dismiss an officer from their officer role at any time for any reason, by a vote held in camera in the absence of that officer, but: 1 If the officer is a Leadership Team member, they remain a Leadership Team member with all of the rights and duties of that position. 2 If the officer is an employee, employment law applies and the Leadership Team’s power to dismiss is subject to it.

32. Supervision of the Executive Committee

The Leadership Team may remove a member of the Executive Committee from the Executive Committee at any time for any reason, and may amend its terms of reference and otherwise exercise direction and control over it at any time for any reason.

33. Supervision of other committees, groups, task forces and roles

The Leadership Team may remove a member of a committee, group or task force, or holder of a role, at any time for any reason, and may amend its terms of reference and otherwise exercise direction and control over it at any time for any reason.

34. Resigning from an officer role

1) An officer may resign their office by sending an email of resignation.

Reasons. 2) The resigning officer is not required to give reasons for their resignation in the email, but may do so if they wish.

Recipients. 3) The resigning officer may send the email to either of: 1 The Chair. 2 The full Leadership Team.

If sent to the Chair. 4) If the resigning officer sends the email to the Chair: 1 The Chair emails the full Leadership Team without delay, cc’ing the resigning officer, to inform the full Leadership Team of the resignation. 2 The Chair’s email does not include the resigning officer’s reasons unless the officer requests that they be included. 3 The resignation is effective as soon as the Chair’s email is sent.

If sent to the full Leadership Team. 5) If the resigning officer sends the email to the full Leadership Team, the resignation is effective as soon as the resigning officer’s email is sent.

Advance notice. 6) The resigning officer may give advance notice by saying in their email that their resignation becomes effective on a later date that they specify in the email, despite provisions (4) [3] and (5) above.

35. Resigning from the Leadership Team

1) A Leadership Team member may resign from the Leadership Team by sending an email of resignation.

Reasons. 2) The resigning Leadership Team member is not required to give reasons for their resignation in the email, but may do so if they wish.

Recipients. 3) The resigning Leadership Team member may send the email to either of: 1 The Chair. 2 The full Leadership Team.

If sent to the Chair. 4) If the resigning Leadership Team member sends the email to the Chair: 1 The Chair emails the full Leadership Team without delay, cc’ing the resigning Leadership Team member, to inform the full Leadership Team of the resignation. 2 The Chair’s email does not include the resigning Leadership Team member’s reasons unless the Leadership Team member requests that they be included. 3 The resignation is effective as soon as the Chair’s email is sent.

If sent to the full Leadership Team. 5) If the resigning Leadership Team member sends the email to the full Leadership Team, the resignation is effective as soon as the resigning Leadership Team member’s email is sent.

Advance notice. 6) The resigning Leadership Team member may give advance notice by saying in their email that their resignation becomes effective on a later date that they specify in the email, despite provisions (4) [3] and (5) above.

Statement to members. 7) The resigning Leadership Team member may require City Shul to give the membership a statement written by the resigning Leadership Team member, giving reasons for their resignation, and if they do, the Chair or their delegate will give the statement to the membership without delay.

36. Filling vacancies at the Leadership Team

1) The Leadership Team may fill a vacancy that exists because a Leadership Team member dies, becomes ineligible to be a Leadership Team member, or resigns.

Eligibility. 2) The replacement Leadership Team member must comply with the Leadership Team eligibility requirements set out in Appendix 3.

Term. 3) The replacement Leadership Team member serves out the remainder of the term of their predecessor, and it does not count towards the term limits set out in Appendix 3.

Written consent to serve. 4) The replacement Leadership Team member must give the Chair or their delegate a consent to serve as a Leadership Team member within 10 days of joining the Leadership Team (unless they provided it within 10 days before joining the Leadership Team).

37. Appointing additional Leadership Team members

1) The Leadership Team may appoint additional Leadership Team members if, as of the end of the last annual general meeting, there were Leadership Team positions left unfilled.

Clarification. 2) Leadership Team positions left unfilled means that the number of Leadership Team members, as set by the Leadership Team, is greater than the total of the following: 1 The number of Leadership Team members that were elected or re-elected at the last annual general meeting. 2 The number of Leadership Team members that were in the middle of their two-year term at the last annual general meeting.

Rules. 3) The following rules apply to appointing additional Leadership Team members under this provision:

1 In the opinion of the Leadership Team, one of the following applies: 1 An unexpected need arises for a Leadership Team member with a particular skill set. 2 A candidate with exceptional skills is recruited to fill an officer role, and that candidate was not identified during the last nominations process. 3 A candidate with exceptional skills who was interviewed during a nominations process, but was not in a position to accept a nomination at that time due to unforeseen circumstances, becomes available.
2 The Leadership Team carries out a nominations process re the appointee similar to that which it used for the last nominations process. If possible, it is carried out by the same individuals who did the last nominations process.
3 The appointee must comply with the Leadership Team eligibility requirements set out in Appendix 3.
4 The number of appointees under this provision must not be more than 1/3 of the number of Leadership Team members elected or re-elected at the last annual general meeting.

Term. 4) The appointment lasts only until the next annual general meeting, and it does not count towards the term limits set out in Appendix 3.

Written consent to serve. 5) The appointee must give the Chair or their delegate a consent to serve as a Leadership Team member within 10 days of joining the Leadership Team (unless they provided it within 10 days before joining the Leadership Team).

38. Calling a special meeting

The Leadership Team may call a special meeting at any time and provisions 17 to 27 apply with the following modifications:

1 Substitute “special meeting” for “annual general meeting”.
2 Replace provision 22 (3) [3] with “If any of the special business requires a special resolution as set out in Appendix 4, the text of any special resolution. Note that most special business does not require a special resolution.”.
3 Delete provision 23.
4 Replace provision 24 (4) with “The business of the special meeting includes approving the agenda and the special business set out in the notice.”
5 Add “If applicable,” at the start of provisions 27 (1) and (2).

39. Filling an auditor vacancy

If there is a vacancy in the auditor position, the Leadership Team fills it without delay.

40. Requiring attendance of auditor

A Leadership Team member may require the auditor or former auditor to attend and answer questions at an annual general or special meeting, at City Shul’s expense, by giving notice to the Chair and the auditor or former auditor 21 days or more before the meeting.

41. Dealing with errors in the audited financial statements – collective duty

The Leadership Team must prepare and issue revised financial statements or otherwise inform the membership if the auditor, former auditor, or anyone else informs the Leadership Team of an error or misstatement in the audited financial statements.

Part 4 – Special operations by the membership

42. Access to records

1) Each City Shul member may examine and take extracts of the records that Appendix 2 indicates are available to the members.

Distribution to members. 2) City Shul may agree to distribute written materials to the membership on behalf of a City Shul member, to assist that member re: 1 An effort to influence the voting of members. 2 Requisitioning an annual general or special meeting. 3 Another matter relating to the affairs of City Shul.

List of members. 3) Each City Shul member may require City Shul to provide them with a current list of members setting out the members’ names and addresses, or with access to the register of members, but: 1 City Shul will retain legal advice re the request, without delay. 2 If the City Shul member is not a Leadership Team member, to get the list, they must give City Shul a statutory declaration that declares: 1 Their name and address. 2 That the information will not be used except in connection with the matters referred to in provision (2), above. 3 In accordance with the Not-for-Profit Corporations Act, 2010 s 96 (5), the member must not use the information except in connection with the matters referred to in provision (2), above.

43. Proposals

1) A City Shul member may give the Chair a notice of a proposal (a matter the member proposes to raise at the annual general meeting).

Timeline. 2) The Chair may decline to include the proposal in the notice of the meeting if the proposal is submitted less than 60 days before the meeting.

Inappropriate proposals. 3) The Chair may decline to include the proposal in the notice of the meeting if:

1 It clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against City Shul or against Leadership Team members, officers, City Shul members or debt obligation holders.
2 It clearly appears that the proposal does not relate in a significant way to the activities or affairs of City Shul.
3 Not more than two years before the receipt of the proposal, the member failed to present a proposal that had been included in a notice of a meeting at the member’s request.
4 Substantially the same proposal was submitted to the membership in a notice of an annual general or special meeting held not more than two years before receipt of the proposal, and the proposal was defeated.
5 The rights concerning proposals are being abused to secure publicity.
6 The proposal is for an independent nominee but does not comply with provision 44.

Notice of refusal. 4) If the Chair refuses to include a proposal in the notice of the meeting, the Chair or their delegate informs the member of that within 10 days after receiving it, with reasons.

Proposal included in notice of meeting. 5) Otherwise, the Chair includes in the notice of the meeting: 1 The proposal. 2 Any supporting statement by the member for the proposal, along with the member’s name and address.

Proposal included in agenda. 6) If the Chair includes a proposal in the notice of the meeting, the Chair also includes it in the proposed agenda of the meeting. If the proposal constitutes special business, the Chair includes it as special business.

Matters may be put on agenda without a proposal. 7) A member may move that any matter that could properly be the subject of a proposal be included on the agenda of the meeting even if it was not the subject of a proposal.

Matters put on agenda without a proposal may be discussed but not decided. 8) If the matter is included on the agenda, it may be discussed, but a request that the membership take an action that would constitute special business is out of order if it was not included in the notice of the meeting.

44. Independent nominees

1) Five percent of City Shul members may nominate someone for election to the Leadership Team (“independent nominees”).

Eligibility. 2) An independent nominee must comply with the Leadership Team eligibility requirements set out in Appendix 3.

Nomination is proposal. 3) The nomination is made as a proposal under provision 43 and the rules in that provision apply.

45. Independent nominees – late LT slate response

1) Someone who replied to a call for nominations from the Leadership Team for the Leadership Team slate, but was not told at least 70 days before the annual general meeting that they would not be on the slate, may nominate themselves for election to the Leadership Team up to 48 hours before the annual general meeting, by telling the Chair in writing that they are doing so.

Eligibility. 2) The nominee must comply with the Leadership Team eligibility requirements set out in Appendix 3.

Same. 3) The nominee is considered to be an independent nominee, but the Chair is not required to inform the membership of the independent nominee in advance of the annual general meeting.

46. No nominations from the floor

The only people eligible to be nominated for election to the Leadership Team are the nominees on the Leadership Team slate and the independent nominees.

47. Ineligible nominees

1) During the meeting and prior to the election, the Chair must declare the nomination of any nominee who does not comply with the Leadership Team eligibility requirements set out in Appendix 3 to be out of order.

Advance notice. 2) The Chair must inform the nominee that they will be declared out of order, and must do so as soon as possible after the Chair makes that determination.

48. Contested elections

1) A contested election is held if any of the following apply: 1 There is an independent nominee. 2 A City Shul member calls for a contested election. 3 The Chair calls for a contested election.

Rules. 2) In a contested election, each nominee on the Leadership Team slate and each independent nominee is put to the membership individually and:

1 Only those nominees who get a majority of votes are elected.
2 If the number of nominees who get a majority of votes is less than or equal to the number of Leadership Team seats available, all of those nominees are elected.
3 If the number of nominees who get a majority of votes is greater than the number of Leadership Team seats available, the first seat is filled by the nominee with the most votes, the second seat by the nominee with the second-most votes, and so forth, until all available seats are filled.
4 The Chair does not vote except in the following circumstances: 1 If for any nominee, 50% of votes cast are for them and 50% against, not counting any abstentions, the Chair casts a vote for or against that nominee. 2 If, after any votes by the Chair, two or more nominees got the same number of votes, and, applying provision [3] above, among those nominees, there are enough seats for some of them but not all of them, the Chair casts a further vote for one among those nominees so as to fill the seat, and continues doing so among those nominees until all seats are filled.

Vote by fair method. 3) As set out in provisions 25 (4) and (4.1), the Chair may conduct the election by any fair method, including show of hands, but, any member may require a vote by ballot, either before a vote or after a vote is held by another method, and the vote by ballot prevails.

49. Requisitioning a meeting

Ten percent of the members of City Shul may requisition a meeting in accordance with the Not-for-Profit Corporations Act, 2010 s 60.

50. Non-LT proxies

1) A City Shul member who is not a Leadership Team member may solicit proxies.

Form of proxy. 2) The member must use a proxy form setting out: 1 The meeting at which the proxy is to be used. 2 That the proxy is not solicited by or on behalf of the management of City Shul. 3 The powers granted under the proxy. If the powers include discretionary authority re amendments to matters identified in the notice of the meeting, or re other matters that may properly come before the meeting, the proxy form must say so. 4 A place to sign the proxy form.

Deposit of proxies. 3) To be clear, the proxy must be deposited before the cut-off time for depositing proxies, if any, set out in the notice of the meeting.

51. If there is no Chair

If there is no Chair or their delegate present to chair the meeting, the membership elects an individual to chair the meeting.

52. Requiring attendance of auditor

A City Shul member may require the auditor or former auditor to attend and answer questions at an annual general or special meeting, at City Shul’s expense, by giving notice to the Chair and the auditor or former auditor 21 days or more before the meeting.

53. Removing a Leadership Team member

1) The membership may remove a Leadership Team member from office (by majority vote at an annual general or special meeting as special business).

Filling the vacancy – at the meeting. 2) The resulting vacancy may be filled by contested election at that meeting, with nominations from the floor permitted.

Filling the vacancy – by the Leadership Team. 3) The Leadership Team may fill the vacancy if it is not filled at that meeting.

Eligibility. 4) The replacement Leadership Team member must comply with the Leadership Team eligibility requirements set out in Appendix 3, and if a nominee does not, the Chair declares their nomination out of order.

Term. 5) The replacement Leadership Team member serves out the remainder of the term of their predecessor, and it does not count towards the term limits set out in Appendix 3.

Written consent to serve. 6) The replacement Leadership Team member must give the Chair or their delegate a consent to serve as a Leadership Team member within 10 days of joining the Leadership Team (unless they provided it within 10 days before joining the Leadership Team).

Part 5 – Membership, Discipline and Termination

Subpart A – Membership

54. The membership

1) Membership in City Shul is open to every individual, whether or not they are Jewish, who commits to the mission of City Shul and has attained the age of B Mitzvah (13 years or older).

Classes and voting. 2) There is one class of membership and each member has one vote.

Membership is not transferable. 3) Membership is not transferable.

Administrative differentiation. 4) To be clear, City Shul may administratively differentiate among members for the purpose of processing memberships, assessing dues, recommending donation amounts, etc. For example, a family might be encouraged to fill out a membership renewal for the whole family on a single form, and a recommended donation amount might be set for a family that is different from that set for the same number of individuals.

Subpart B – What a member can be disciplined or terminated for

55. Violation of letters patent or by-laws

The Leadership Team or Executive Committee may suspend or terminate a City Shul member for violating the letters patent or by-laws.

56. Failure to pay – suspension

1) The Leadership Team or Executive Committee may suspend a City Shul member for failing to pay mandatory dues, school fees or other charges, and impose other conditions on that member that the member must satisfy to be reinstated.

Reinstatement. 2) The Leadership Team or Executive Committee may reinstate the member once they pay up and meet the other conditions.

57. Failure to pay – life cycle events

The Leadership Team or Executive Committee may prohibit a City Shul member from having a life cycle event through City Shul, such as a B Mitzvah or wedding, for failing to pay mandatory dues or school fees or other charges.

58. Violence, harassment, dangerous conduct

1) The Leadership Team or Executive Committee may suspend or terminate a City Shul member for violence, harassment, or conduct that threatens health or safety.

Immediate action. 2) The Leadership Team or Executive Committee may prohibit a City Shul member from attending at City Shul for a period of up to 30 days, in response to a credible allegation of violence, harassment or conduct that threatens health and safety.

Subpart C – Process

59. Good faith required

Any action under this Part must be done in good faith.

60. Supermajorities required

Leadership Team. 1) The Leadership Team requires a 2/3 majority to suspend or terminate a City Shul member, prohibit them from having a life cycle event through City Shul, or prohibit them from attending at City Shul.

Executive Committee. 2) The Executive Committee requires unanimity to suspend or terminate a City Shul member, prohibit them from having a life cycle event through City Shul, or prohibit them from attending at City Shul.

61. Notice

1) Before the Leadership Team or Executive Committee makes a final decision to suspend or terminate a City Shul member or to prohibit them from having a life cycle event through City Shul, the Chair or their delegate must give the member a notice.

Contents. 2) The notice must set out the reasons why the Leadership Team is considering suspending or terminating the member, or prohibiting them from having a life cycle event through City Shul, and explain how the member can respond and the applicable timeline.

Timeline. 3) The notice must be given at least 15 days before the suspension, termination or prohibition begins.

62. Response

1) The member who the Leadership Team or Executive Committee is considering suspending, terminating, or prohibiting from a life cycle event must be given the opportunity to respond, in writing.

Timeline. 2) The response must be received at least 5 days before the suspension, termination, or prohibition begins.

Consideration. 3) The decision-maker, whether the Leadership Team or the Executive Committee, must consider the response before making a final decision.

63. Special process – violence, harassment, dangerous conduct

1) If violence, harassment, or conduct threatening health or safety is the reason the decision-maker, whether the Leadership Team or Executive Committee, is considering suspending or terminating a member, the following rules apply:

1 The decision-maker may not consider suspending or terminating the member unless: 1 They first have an external investigation into the allegations. 2 The external investigator recommends suspension or termination.
2 The notice must include the results of the investigation and the recommendation.
3 The member must be given the option to respond in writing, or orally before the decision-maker, or both, rather than just the opportunity to respond in writing.

Clarification, immediate action. 2) Taking immediate action under provision 58 (2) is not discipline but a safety precaution; it does not require notice and there is not a right to respond.

64. Debts continue

A City Shul member’s debts or other financial obligations to City Shul continue even if the member is suspended, terminated, or resigns their membership.

Part 6 – Protection of Leadership Team members and officers

65. Indemnification

City Shul indemnifies its Leadership Team members and officers, and former Leadership Team members and officers, to the fullest extent permitted by the Not-for-Profit Corporations Act, 2010 s 46.

66. Insurance

City Shul purchases and maintains insurance for the benefit of its Leadership Team members and officers, and former Leadership Team members and officers, against any liability incurred by them in that capacity.

67. Opinion

This Part indicates that, in the opinion of the membership, the factors set out in Ontario Regulation 4/01 (Approved Acts of Executors and Trustees) made under the Charities Accounting Act s 2 (5) favour the giving of the indemnity and the purchase and maintenance of insurance, and that, for the purpose of s 2 (6) of that Regulation, City Shul’s religious purpose is not unduly impaired by the purchase of insurance.

Part 7 – Amending the by-laws

68. Amending the by-laws

1) Only the membership can amend the by-laws.

Majority vote. 2) A majority of votes cast is sufficient to amend the by-laws, unless Appendix 4 would apply.

Clarification. 3) To be clear, a vote to amend the by-laws is special business, but does not require a special meeting or special resolution (unless Appendix 4 would apply).

Part 8 – Interpretation

69. Purposive interpretation

The words in the by-laws are to be read in their entire context, and in their grammatical and ordinary sense, harmoniously with the scheme of the by-laws, the object of the by-laws, and the intention of the membership in enacting them.

70. Notices

1) Any notice may be given by any method reasonably intended to give actual notice.

Accidental errors. 2) An accidental omission to give notice, the non-receipt of notice despite notice being given, or any error in a notice that doesn’t affect its substance doesn’t invalidate actions taken at a meeting that the notice relates to.

71. Time

Counting days between. 1) A reference to a number of days between two events excludes the day on which the first event happens and includes the day on which the second event happens.

Counting days before or after. 2) A period of time described as beginning before, on, or after a specified day excludes that day.

Counting months. 3) A period of time described as a number of months before or after a specified day is counted as follows: 1 The number of months are counted from the specified day, excluding the month in which the specified day falls. 2 The period includes the day in the last month counted that has the same calendar number as the specified day or, if that month has no day with that number, its last day.

Weekends and holidays. 4) A period of time that ends on a weekend, a statutory holiday, or a festival or other Jewish holiday (within the meaning of provision 11) instead ends on the next day this is not one of those days.

72. Technical rules of interpretation

Some technical rules of interpretation:

1 The use of the present tense to describe action, such as “The Leadership Team follows Bourinot’s Rules of Order”, indicates that what is described is mandatory.
2 Examples used in the by-laws are part of the by-laws and can be used to interpret the rules, but if there is a conflict between a rule and an example, the rule prevails to the extent of the conflict.
3 Words in the singular include the plural and words in the plural include the singular.
4 References to legislation or to the letters patent are references to them as they are amended, reenacted, remade or changed, but if they are repealed or revoked without being replaced, then the references to them are to them as they read immediately before being repealed or revoked.
5 A reference to the Executive Committee is ineffective if none has been established.

73. Conflict and severability

Conflict. 1) If there is a conflict between the law (such as the Not-for-Profit Corporations Act, 2010) and the by-laws, the law prevails to the extent of the conflict.

Same, letters patent. 2) If there is a conflict between the letters patent and the by-laws, the letters patent prevails to the extent of the conflict.

Severability. 3) The invalidity or unenforceability of anything in the by-laws doesn’t affect the validity or enforceability of the rest of the by-laws.

74. Definitions

1) Terms used in the by-laws that are defined in the Not-for-Profit Corporations Act, 2010 have the meaning given to them in that Act.

Dictionary. 2) Terms defined by the by-laws are in the Dictionary (Appendix 5).

Appendix 1 – Duties of Leadership Team members and officers

Leadership Team members and officers must comply with these duties:

1. Obedience

Comply with: 1 The Not-for-Profit Corporations Act, 2010 and its regulations. 2 City Shul’s letters patent and by-laws. 3 Decisions of the Leadership Team.

2. Loyalty

Act honestly and in good faith with a view to the best interests of City Shul.

3. Care

1) Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Reasonable diligence. 2) As per the Not-for-Profit Corporations Act, 2010 s 44, a Leadership Team member complies with the duty of care if they rely in good faith on:

1 Financial statements presented by a City Shul officer or City Shul’s auditor (who represents that they present fairly the financial position of City Shul in accordance with generally accepted accounting principles).
2 Other financial reports presented by a City Shul officer (who represents that they present fairly the financial position of City Shul in accordance with generally accepted accounting principles).
3 A report or advice of a City Shul officer or employee, if it is reasonable in the circumstances to rely on it.
4 A report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by them.

4. Dealing with conflicts of interest

1) A conflict of interest is when City Shul has a material transaction, or is considering entering into a material transaction – whether it’s a contract or another type of transaction – and: 1 You are a party to the transaction. 2 You are a director or officer of a party to the transaction. 3 You have a material interest in any individual or entity which is a party to the transaction.

Disclose. 2) Disclose to City Shul the nature and extent of your conflict of interest, in writing.

Leadership Team member can’t attend or vote. 3) Do not attend any part of a Leadership Team meeting during which the transaction is discussed, and do not vote on it, except if an exception in the Not-for-Profit Corporations Act, 2010 s 41 (5) applies.

When to disclose – Leadership Team member. 4) For Leadership Team members, you must disclose any conflict of interest at the earliest of: 1 The first meeting you become a Leadership Team member. 2 If it’s not something that would normally come to a Leadership Team meeting for approval, as soon as you become aware of it. 3 The meeting when the proposed transaction is first considered. 4 The first meeting after the conflict of interest arises (if it didn’t arise when it was first considered). For example, if a transaction is approved with a different charity, and you later become a director of that charity, you must disclose at the first Leadership Team meeting after you become a director of that charity.

When to disclose – others. 5) For officers who aren’t Leadership Team members, you must disclose any conflict of interest at the earliest of: 1 As soon as you become an officer. 2 When you become aware that the transaction will be considered, or was considered, at the Leadership Team. 3 If it’s not something that would normally come to a Leadership Team meeting for approval, as soon as you become aware of it. 4 Once the conflict of interest arises (if it didn’t arise when it was first considered). For example, if a transaction is approved with a different charity, and you later become a director of that charity, you must disclose upon becoming a director of that charity.

Putting it in the minutes. 6) You can carry out the disclosure by requesting that it be entered in the minutes of the Leadership Team meeting. This satisfies the requirement to disclose in writing.

Disclosure continues. 7) If you disclose a continuing conflict of interest, that disclosure is sufficient disclosure re future transactions as long as there is no change in the nature and extent of the conflict.

5. Dealing with errors in the audited financial statements – individual duty

You must immediately notify the auditor of any error or misstatement that you become aware of in the audited financial statements. Refer to the Not-for-Profit Corporations Act, 2010 s 81.

Appendix 2 – Records

City Shul must keep the records listed in this appendix.

Records open to the membership

The following records are available to Leadership Team members and to all City Shul members:

1 The letters patent, by-laws, and any amendments to them.
2 Minutes of annual general meetings and special meetings.
3 Any unanimous written resolutions of members.
4 A register of Leadership Team members setting out: 1 The name of every current Leadership Team member and the date on which they became a Leadership Team member. 2 The name of every former Leadership Team member who ceased to be a Leadership Team member within the preceding 6 years, and the dates on which they became a Leadership Team member and ceased to be a Leadership Team member. 3 The residential address or address for service of every current Leadership Team member, including the municipality, street and number, if any, and postal code. 4 An email address for every current Leadership Team member.
5 A register of officers setting out: 1 The name of every current officer and the date on which they became an officer. 2 The name of every former officer who ceased to be an officer within the preceding 6 years, and the dates on which they became an officer and ceased to be an officer. 3 The residential address or address for service of every current officer, including the municipality, street and number, if any, and postal code. 4 An email address for every current officer.
6 The consents to act as Leadership Team members.
7 A register of any ownership interests in land.
8 The audited financial statements.

Record open to the membership for a limited purpose

The following record is available to Leadership Team members and to all City Shul members, but City Shul members who are not on the Leadership Team must comply with provision 42 (3) to access it and use it:

9 A register of members setting out: 1 The name of every current member and the date on which they became a member. 2 The name of every former member who ceased to be a member within the preceding 6 years, and the dates on which they became a member and ceased to be a member. 3 The residential address, business address or address for service of every current member, including the municipality, street and number, if any, and postal code. 4 An email address for every current member who has consented to accepting information or documents by electronic means. 5 The class or group of membership of each member, if there is more than one class or group.

Record not open to the membership

The following records are available to Leadership Team members:

10 Minutes of Leadership Team meetings and of Leadership Team committees.
11 Unanimous written resolutions of the Leadership Team or Leadership Team committees.
12 Adequate accounting records such that the Leadership Team can ascertain the financial position of City Shul with reasonable accuracy quarterly.

Appendix 3 – Leadership Team composition, eligibility and terms

Composition

The Leadership Team composition requirements are:

1 As provided in Article 6.3 (a) of City Shul’s previous by-laws as made May 27, 2014, amended June 15, 2020 and December 14, 2021, and authorized by the membership, the number of Leadership Team members must be set by the Leadership Team and must be between 8 and 14 Leadership Team members.

Eligibility

The Leadership Team eligibility requirements are:

2 Leadership Team members must be individuals aged 18 or older.
3 Leadership Team members must be members in good standing of City Shul.
4 Leadership Team members must be Jewish as defined by City Shul.
5 Leadership Team members must not have been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property, nor found incapable by any court in Canada or elsewhere, nor have the status of bankrupt.
6 Leadership Team members must consent to accepting information or documents by electronic means and must provide the Leadership Team with their email address.
7 Leadership Team members must meet the requirements of City Shul’s directors and officers liability insurance policy.
8 Leadership Team members must not be within the period of temporary ineligibility as provided for in provisions 10 and 15, below.

Terms

The Leadership Team term durations and limits are:

9 Each Leadership Team term lasts for 2 years, except as otherwise provided in provisions 13 and 14 below.
10 A Leadership Team member is eligible to serve no more than 3 terms, after which they become ineligible to be a Leadership Team member for 3 consecutive years, unless they are an officer at the end of their third term.
11 A Leadership Team member who is an officer at the end of their third term is eligible to serve a fourth term consecutively.
12 A Leadership Team member who is an officer at the end of their fourth term is eligible to serve a fifth term consecutively.
13 A Leadership Team member who is an officer at the end of their fifth term is eligible to serve a sixth term consecutively, but only for a 1 year term, and only with the permission of the Leadership Team granted in camera in their absence.
14 A Leadership Team member who is an officer at the end of their sixth term is eligible to serve a seventh term consecutively, but only for a 1 year term, and only with the permission of the Leadership Team granted in camera in their absence.
15 When a Leadership Team member who served a term authorized by provisions 10 to 14 stops being a Leadership Team member, they become ineligible to be a Leadership Team member for 3 consecutive years.

Appendix 4 – When a special resolution is required

A special resolution is required to:

1 Amend the letters patent.
2 If City Shul’s letters patent are amended to provide in the letters patent for a minimum and maximum number of Leadership Team members, to set the number of Leadership Team members or to empower the Leadership Team to set the number.
3 Relocate City Shul’s head office (also known as the registered office) to a different municipality or geographic township.
4 Apply to continue in another jurisdiction as if City Shul had been incorporated under the laws of that other jurisdiction.
5 Regularize a transaction despite a violation of the conflict of interest rules, under the Not-for-Profit Corporations Act, 2010 s 41 (10).
6 Adopt an amalgamation agreement, sell, lease or exchange all or substantially all of City Shul’s property (other than in the ordinary course of its activities), apply to a court for an arrangement under the Not-for-Profit Corporations Act, 2010 s 120, wind up City Shul voluntarily, apply to court for a winding-up order, or dissolve City Shul.

Appendix 5 – Dictionary

In these by-laws:

City Shul means The City Shul Corporation.
Executive Committee means the Executive Committee, if there is one, referred to in provision 7.
independent nominee has the meaning given in provision 44 (1).
Leadership Team has the meaning given in provision 1 (1).
Leadership Team member has the meaning given in provision 1 (1).
Leadership Team slate has the meaning given in provision 15 (1).
membership means the membership of City Shul, and a reference to the membership acting means the membership acting by vote at meetings of the members.
special business has the meaning given in provision 22 (3) [1].
special resolution has the meaning given in provision 16 (2).

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