NOTICE OF SPECIAL GENERAL MEETING
Take notice that a Special General Meeting of Congregation Beth-El (“Congregation”) will be held at 1000 Lucerne Road, Town of Mount-Royal, Quebec, on Wednesday, May 24, 2017 at 8:00 p.m. for the purpose of ratification of amendments to the Congregation’s By-Laws which have already been adopted by the Board of Directors. Please take further notice that this meeting replaces the Special General Meeting originally scheduled for May 10, 2017, which is hereby officially cancelled.
In summary, the by-laws have been amended in order to:
I. Implement good governance / best practices that have become the norm for charitable organizations.
- We are shrinking the size of the Board; we are making each Board member more accountable — there will be 12
positions that have a specific responsibility, and only a maximum of 5 Board members at large.
- We are removing the notion of an Executive. Everything will henceforth be run by a single body — the Board.
And because the Board will be much smaller, it can be effective. More importantly, Board members will be
II. Update the by-laws to reflect the actual practices and modernize the by-laws. For example:
- We have added provisions for people to attend Board meetings “electronically” and for notices of meetings to
be sent electronically.
- We removed the requirement to have one-half of the Board change-over every 12 months. Henceforth a new Board is to be elected every two years.
Some of the highlights of the changes to the By-Laws are as follows:
1. The removal of the Constitution from the By-Laws;
2. The provisions on “Objects” in Article II have been updated to correspond to the objects contained in the Congregation’s Letters Patent;
3. The removal of the Executive Committee;
4. The provisions on “Board of Trustees” have been modified to reduce the size of the Board to a minimum of 11 and a maximum of 17; to define quorum for Board meetings as a majority of the Trustees; to clarify that the Board is vested with authority to oversee the operations of the Congregation generally; and to provide for a mechanism to fill a vacancy;
5. The provisions on “Nominating Committee” have been modified to reflect the authority of the Nominating Committee to recommend a slate of Trustees and Officers every 2 years;
6. The provisions on “Membership” have been modified to reflect the existence of Full Members and Associate Members and to set out their corresponding rights;
7. The provisions on “Officers and their Duties” have been modified to identify the Officers as the President, the Executive Vice President, the Vice President – Finance, the Vice President – House and Services, the Vice President – Programming & Fundraising, the Vice President – Communications, the Vice President – Membership, the Secretary, the Immediate Past President and the Parnass and to specify their respective duties; to specify that the Officers are elected by the Trustees from amongst the Trustees;
8. The provisions on “Committees” have been amended to combine the Constitution and By-Law Committee and the By-Law Interpretation Committee; to combine the Membership Committee, the Seating Committee and the Membership Retention Committee; to re-name the Programme Committee the Programme and Fundraising Committee and to add fundraising duties to its mandate; to re-name the Trust Fund and Endowment Committee the Finance Committee and to financial oversight responsibilities to its mandate;
9. The provisions on “Cheques, Drafts, Etc.” have been modified to change the signing officers to provide for an efficient and more secure manner for cheques to be signed.
10. The provisions on “Acquisition, Merger and Dissolution” have been added;
11. The provisions on “Advisory Board” have been added;
A presentation regarding the new By-Laws will be given at the Special General Meeting on May 24, 2017, at 8:00pm.
In the meantime, a complete copy of the New By-Laws with a comparison with the old By-Laws may be found on the Congregation website (click here). In addition, hard-copy versions will be made available to all those who contact the Synagogue office (514-738-4766 or firstname.lastname@example.org) to so request.