Articles

A Message from the President: Modernizing Our By-Laws
May 7 2018

I am delighted to provide you with proposed new by-lawsto govern Beth Tzedec’s operations moving forward. Our current by-laws were first developed in 1952 and, while they have since been amended numerous times, it was clearly time for a complete governance review to ensure accountability and transparency, facilitate meeting the needs of our members in an efficient and effective manner, and, be consistent with our shul’s mission as outlined in our new strategic plan.

Over the past few years, from the bimah and in our publications, the presidents have talked about the by-law review process and sought the input of our members. Indeed members provided valuable insights and endorsed the initiative. I am pleased to report that the by-law process has resulted in a new, modern set of by-laws for Beth Tzedec that has been approved by the Board of Governors, subject to adoption by the members at the next annual membership meeting.

This past year, Brian Segal, our member and a lawyer with experience in drafting by-laws in the not-for-profit sector, established a By-laws subcommittee of the Executive Committee comprised of Brian, Ava Kanner, David Matlow and Alan Sless. They undertook a detailed process which included the following:

  • A thorough review of legal and governance requirements and templates governing the operation of charitable organizations including the existing and new corporate law governing not for profit corporations;
  • An examination of by-laws of other congregations in our city and across North America;
  • Consultation with a governance and policy expert from the Rotman School of Business at the University of Toronto;
  • An initial draft of the by-laws that was reviewed by the Executive Committee, staff, the Rabbi and the Board of Governors;
  • Refinement following input from those groups and individuals;
  • A summary memorandum that accompanied the by-laws to assist the Board in understanding the various recommended changes;
  • Presentation to the Board of Governors and approval of draft by-laws by the Board of Governors;
  • A special mailing to members to advise of the draft by-laws, a cover memorandum explaining the changes and an invitation to all members to access, review and provide comments on the draft;
  • A Town Hall meeting to solicit “in person” comments to the draft by-laws;
  • A review of all comments received both by email and at the town hall meeting and a further revision of the by-laws to take into account the comments  arising from that process;
  • Presentation of  the new by-laws to the Board of Governors and approval of the new by-laws at the Board of Governors meeting;
  • Reposting on the website and mailing of the Board approved by-laws to members.
The Board approved by-laws will be voted on at the May 29 annual general meeting of members. The form of resolution to be voted on by the members is: To confirm the repeal of the existing By-Laws of Beth Tzedec Congregation and the enactment of new By-Laws of Beth Tzedec Congregation passed by its Board of Governors on April 30, 2018. The new by-laws require the approval of two-thirds of the votes cast at the AGM.

To assist our members in considering the new by-laws, in addition to the explanatory memorandum of process and proposed changes and form of by-laws dated March 28, 2018, an additional memorandum that reflects the changes as suggested and incorporated since that date, along with the new by-laws, will be sent out shortly. The material is also available on the website.

We hope you will support this initiative to modernize our governing by-laws.


REFERENCE MATERIALS:

Explanatory Memorandum of Process and Proposed Changes (March 28, 2018)

Additional Memorandum–Update of the By-Laws Subcommittee (May 4, 2018)

By-Laws Reforms Document (v24)