OU Model Constitution

This document is not a legal document and does not constitute to be Synagogue
policy from the Union of Orthodox Jewish Congregations in America (the Orthodox
Union). The language can be used for drafting or enhancing synagogues by-laws.

CONSTITUTION
PREAMBLE
We people of the Jewish Faith residing in ------------, in order to establish and
maintain a synagogue for divine worship and religious observance according to
the tenets and precepts of Orthodox Judaism, to encourage American ideals, to
promote social service and to cultivate social and cultural associations do hereby
establish (Name of Institution).
ARTICLE I - Name
SECTION 1 - This organization shall he Known as ------------, a non-profit
religious corporation under the laws of the State of County of ------------, with
principal office located at ------------, in the City of ------------, State of ------------,
SECTION 2 - This Congregation shall not he dissolved as long as ten members
in good standing, who are regular worshippers, resident in the community in
which the synagogue is located, are willing to continue it.
SECTION 3 - This congregation shall own a corporate seal that shall be affixed to
such documents as requiring same. This seal shall be in custody of the
Recording Secretary of the Congregation.
SECTION 4 - This Congregation shall be affiliated with the Union of Orthodox
Jewish Congregations of America.
SECTION 5 - In the event (forfend) of dissolution of the Congregation the
disposition of its properties shall be under the trusteeship of the Union of
Orthodox Jewish Congregations of America, which shall be empowered to
dispose of the properties or the proceeds thereof for the benefit of new
established Orthodox Jewish congregations in the United States, Canada, Israel
or elsewhere, or for the benefit of other meritorious Torah institutions.
ARTICLE II - Membership

SECTION 1 Persons of the Jewish faith who believe in the purposes and
principles of this organization are eligible for membership in this organization.
Membership eligibility requirements shall be in accordance with Halacha (Jewish
Law), and shall be subject, in this respect, to the approval of the Rabbi of the
Congregation, or if no incumbent Rabbi, to the ruling of the Rabbinical Council of
America or such Orthodox Rabbinic source as is generally recognized as
authoritative among Orthodox Jewry, as initially chosen by the Congregation.
SECTION 2 - All applications for membership shall be in writing on a form
provided by the Congregation. The petition shall be signed by the applicant.
SECTION 3 - All applications for membership shall be referred to a Membership
Committee whose duty it shall be to greet the applicant and give requisite
consideration to the application. Any committee shall report only its approvals at
a regular meeting of the Board . Where any question exists as to the religious
qualifications of the applicant for membership, such questions shall be referred to
the Rabbi for decision or if no Rabbi, then to the Orthodox rabbinical authority
determined by the general membership.
SECTION 4 - Every applicant shall read a copy of this Constitution and- shall, by
his own signature acknowledge his acceptance of the principles in this
Constitution with a copy to be made available.
SECTION 5 - An application for membership must receive a favorable vote of
members of the Membership Committee present in order to be elected to
membership in this Congregation. Should said application not have the required
number of votes of committee, it shall be deemed declined. No applicant for
membership who has been declined by the Membership Committee may be
proposed again until after the expiration of six months.
SECTION 6 - No person shall be eligible for membership who is married not in
accordance with Orthodox Jewish Law (Halacha). Any member who so marries
forfeits all rights and benefits of the Synagogue.
SECTION 7 - Voting shall be limited to members. Each member family shall have
one vote only, to be cast by an adult member of the family. No individual shall be
entitled to vote in any election or at any meeting unless said person has been a
member for three months prior to the date of such meeting or election. The term
member and member in good standing as used in this Constitution shall mean
a member of this organization who is not in arrears in the payment of dues.
SECTION 8 - At such time as the Congregation shall have its own cemetery
grounds, membership rights subject to good standing shall include provision of
burial plot in the Congregations cemetery grounds, upon decease of member.
The location of each grave shall be as determined and assigned by the
Congregations Cemetery Committee,

SECTION 9 - It shall be the duty of all members to assist, respect, and obey the
officers in the discharge of their duties, to respect and sustain each other and at
all times to endeavor that the peace and harmony of this Congregation shall not
be disturbed.
ARTICLE III - Declaration of Jewish Orthodoxy
SECTION 1 - Congregation ------------ has been established for the purpose of
maintaining and conducting a Synagogue in Keeping with the dictates of the
written and oral laws of Orthodox Judaism as codified in the Shulchan Aruch and
other traditionally authoritative codifications of Jewish Law.
SECTION 2 - Religious Authority - It is expressly affirmed by the founders and
members of this Congregation that:
(a) The tenets of Orthodox Judaism are divinely ordained
(b) The prescriptions of Jewish law are morally binding on all Jews.
(c) The authoritative definition and interpretation of Jewish law and Torah
teaching lies within the competence only of the Orthodox Jewish Rabbinate.
SECTION 3 - Religious Authority within this Congregation and its Synagogue
shall be vested in the duly elected Rabbi of the Congregation (Rav Moreh D'
Asra). The Congregation shall look to the Rabbi for moral guidance and halachic
direction in all aspects of the Congregation's concerns. If the office of Rabbi is
vacant, questions requiring Rabbinic determination shall be referred to the
Rabbinical Council of America or such other authoritative Orthodox rabbinic body
as may be initially determined by the Congregation.
SECTION 4 - The office of Rabbi of the Congregation may be held or
administered only by a duly ordained Orthodox Rabbi who has received
Semichath Harabbanuth (ordination) from a recognized Yeshiva Gedolah (Higher
Yeshiva) or other Orthodox Rabbinic authority recognized as such among
Orthodox Jewry, and eligible for membership in the Rabbinical Council of
America. [Membership in the RCA is recommended.]
SECTION 5 - A Rabbi shall be elected as Rav Moreh D'Asra (Rabbi) of the
Congregation at the discretion of the Congregation by the majority of the votes
cast at a meeting of the Congregation. Written notices of the proposed election
shall be sent to all members at least two weeks prior to the date set for the
election.
SECTION 6 - Negative Declamations - At no time shall statutory religious worship
services take place in any premises of this Congregation or otherwise under its
auspices, without men and women being separated. Separation shall be
effectuated by the provision and use of separate sections for men and women.
The women's section shall either be in a balcony reserved for the sole and

exclusive use of the female worshippers or be demarked from the men's section
by a tangible, physical separation known as the mechitzah, which must meet the
requirements of Halacha (Jewish law).
SECTION 7 - Express Trust - Every contribution or donation whether of real,
personal or mixed property, may generally or for any specific use to the
Synagogue be deemed as made in trust under the express condition and for the
unchangeable purpose of conducting an Orthodox Synagogue. As above
defined, and for the furtherance of the religious observance as above set forth,
and every such contribution when received by the Synagogue shall be deemed
received and accepted according to this condition and in furtherance of such trust
SECTION 8 - Referral of Disputes - Any dispute concerning matters of Jewish
law, ritual worship or structure of the place or place of worship services of a
Synagogue including disputes between the majority of the members and a
minority consisting of even one single member, if not finally adjudicated and
resolved by the Rabbi of the Congregation, or in the absence of an incumbent
Rabbi, shall be submitted for final, binding and conclusive determination to the
Beth Din of the Rabbinical Council of America or, alternatively, to such other
Orthodox Jewish law tribunal in accordance with halacha recognized among
observant Orthodox Jewry as authoritative . No tribunal or source outside the
accordance of halacha can be called upon to decide disputes in the abovementioned areas.
ARTICLE IV - Dues
SECTION 1 - Dues and assessments shall be set by the Board and approved by
a majority of the membership at a membership meeting. Membership dues shall
be payable annually in advance. All other dues and assessments shall be paid at
such other times as the Congregation may determine.
SECTION 2 - Any member failing to pay dues and/or other financial obligations
within a reasonable grace period, (e.g. pledges) may be suspended or expelled
by two-thirds vote of the Board members in attendance.
SECTION 3 - No suspension or expulsion shall be effective unless the member
has been notified by registered or certified mail thirty (30) days in advance that
the proposed suspension or expulsion shall be on the agenda of a meeting of the
Board of given date.
SECTION 4 - A member suspended for non-payment of dues who makes
application for reinstatement may be reinstated by two-thirds vote of the Board
members in attendance. The application for reinstatement must be accompanied
by payment of the amount of arrears for which he was suspended. However, the
Board may by two-thirds majority waive any arrears.

ARTICLE V - Meetings of Membership

SECTION 1 - This Congregation shall convene in General Membership meeting
at least twice each year at dates, of which one shall not be later than (SPECIFY
DATE HERE), specified by the President or a majority of the Executive Board.
Written notice of the meeting shall be given to the members by the
Corresponding Secretary at least ten days prior to the date of said meeting.
SECTION 2 - The President, or in his absence, the highest-ranking officer, may
call a special meeting at his own discretion. It shall also be the Presidents duty to
call a special meeting of the Congregation whenever requested to do so in
writing by 5% (five percent), but not less than ten (10) members of the
Congregation in good standing. -Reasonable notice in writing shall be given to
the members by the Corresponding Secretary. The purpose of this special
meeting must be specified in the notice and no other business may be transacted
at this session other than that specified at the meeting.
SECTION 3 A quorum for a general or special membership meeting shall
consist of 36 members all of whom must be in good standing.
ARTICLE VI- Administration
SECTION 1 The general affairs of this organization shall be conducted by the
Board of Directors (hereinafter referred to as Board). The Board shall have
custody and control of all property belonging to the organization. The Board shall
have sole authority to create committees to implement the purposes of this
organization and to approve the appointments of the president to such
committees. It shall be the duty of the Board to discuss and report to the
membership on matters and policies affecting the organization and to co-ordinate
and supervise the activities of the various committees.
SECTION 2 There shall be the following eight officers: President, First Vice
President, Second Vice President, Third Vice President, Treasurer, Financial
Secretary, Recording Secretary, and Correspondence Secretary. All officers shall
be directors. In addition thereto, there shall be four directors-at-large, so that the
Board shall consist of twelve directors, in addition to the immediate preceding
President, as described below.
SECTION 2 - No member shall hold more than one elected office at one time,
except that one (1) officer may also serve as Gabbai.
SECTION 3The duties of the Board are as follows: The president shall preside
at all membership and Board meetings and shall appoint committee-men subject
to the approval of the board. The First Vice President shall be a voting member of
all committees and shall assume the duties of the President in his absence. The
Second Vice President shall be responsible for the planning and the

implementation of all youth programs. The Third Vice President shall be

responsible for the conduct of all synagogue services and shall serve as "head
gabbai .The treasurer shall collect, disburse and be the custodian of all funds of
the organization. The financial Secretary shall record all financial transactions of
the organization and shall render periodic reports as requested by the Board.
The corresponding Secretary shall send meeting notices of all membership and
Board meetings and shall be responsible for the organization's general
correspondence. The recording Secretary shall take minutes of all membership
and Board meetings and shall be the custodian of all records of the organization.
The immediately preceding past president shall be a voting member of the Board
but in no case shall be entitled to more than one vote. The directors at large
shall have the following duties : a. There shall be one director at-large designated
as the "house director" who shall be responsible for the maintenance, repair,
operation and improvement of the real property and improvements owned by the
organization; b. There shall be one director at-large designated as the "fundraising director" who shall be responsible for all fund-raising activities; c. There
shall be one director at-large designated as the "public affairs director" who shall
be responsible for all communication and interaction with public figures,
government and public authorities and media; d. There shall be one director atlarge designated as the "operations director" who shall be responsible for all
computer and communication equipment.
SECTION 4Any expenditure authorized by the Board, in excess of $500, shall
be subject to authorization by the membership.
SECTION 5 - All officers and members of the Board must be members in good
standing in the Congregation and dedicated to the religious principles for which
the Congregation stands, as stated in this Constitution. The President must be
known to be conscientious in observance of the Sabbath and the Mitzvoth (Torah
tenets).
ARTICLE VII - Nomination of Officers and Trustees
SECTION 1 Not later than (SPECIFY DATE HERE) of every other year, the
President shall appoint a Nominating Committee consisting of (SPECIFY
NUMBER HERE) members of the Board and (SPECIFY NUMBER HERE)
members of the Congregation. Said (SPECIFY NUMBER HERE) individuals shall
elect their Chairman. Such Committee must be approved by a majority vote of
the Board attending the next Board meeting. Such Committee shall prepare a
slate of officers and trustees for recommendation to the membership for election.
The Nominations Committee shall submit its proposed slate to the Board and
mail the proposed slate to the membership at least fifteen (15) days before the
election.
Members in good standing other than those recommended by the Nominations
Committee may be nominated for office provided that the nomination is submitted

in writing, subscribed by not less than five percent of the members in good
standing and filed with the Recording Secretary of the Congregation at the office
of the Synagogue not later than ten (10) days prior to the date of the election.

ARTICLE VIII - Elections

SECTION 1 - All candidates for the position of officer or director must be
members of the organization for one year at the time of the election. Election of
officers and trustees shall be held bi-annually at regular meetings of the
Congregation not later than (SPECIFY DATE HERE), of each year.
SECTION 2 - The presiding officer shall appoint two tellers to properly supervise
the counting of said votes and announce the results.
SECTION 3 - The Recording Secretary shall enter the results of the election in
the Minutes of the meeting.
SECTION 4 - Election shall be by closed ballot. When more than one candidate
is nominated for office, the one receiving the majority of votes cast shall be
deemed elected. If there the vote results in a tie there shall be a re-election. The
one receiving the majority of votes cast shall be deemed elected.
SECTION 5 - Each member shall have one vote.
ARTICLE IX - Installation of Officers
SECTION 1 - The installation of officers is effective immediately upon election.
ARTICLE X - Duties of the President
SECTION 1 - The President, as lay leader of the Congregation shall direct the
administration of its affairs. He shall preside at all meetings of the Congregation,
Board and Executive Committee. He shall see that the Constitution by-laws and
standing rules of the Congregation and its established usages are observed and
that the officers discharge their duties faithfully. Each year he shall appoint all
committees: he may in his discretion remove or add any committee member or
committee-chairperson, except and unless otherwise limited by this constitution.
He shall appoint all standing and special committees.
SECTION 2 - The President shall preserve order at meetings of the
Congregation and Board and put to vote all proper motions.
SECTION 3 - The President shall submit to the Board an annual budget report at

least thirty (30) days prior to the annual membership meeting, which shall be
approved by the majority of the Board and voted upon by the general
membership. The financial secretary is responsible to produce an annual
financial report to the president.
SECTION 4 - Within thirty (30) days after election the incoming President shall
submit a table of organization to the Board indicating the functions and duties
assigned to the respective elected officers and designated appointments to
committee chairmanships. Said document may be amended at any time as set
forth in Sec. 1, above.
ARTICLE XII - Duties of the First Vice President
SECTION 1 - The First Vice President shall be present at all Board and
membership meetings and shall assist the President in the discharge of his
duties.
In the absence of the President, the First Vice President shall assume the
administrative duties vested in the President and in the absence of both the
President and First Vice President, the Second Vice President shall assume such
administrative duties,
ARTICLE XIII - Duties of the Treasurer and Financial Secretary
SECTION 1 - The Treasurer shall supervise the fiscal affairs of the Congregation
including the control of income and expenditures in conjunction with the Finance
Committee. He shall receive all monies for the use of the Congregation and give
receipts therefor. Upon receipt of -all monies, the Treasurer shall deposit all
monies received by him in such bank as the Board may designate, in the name
of the Congregation. This duty may be delegated to a staff official if desired.
SECTION 2 - The Treasurer shall pay all bills by check, which shall be signed by
any two of the following officers: President, First Vice President, Treasurer, and
Financial Secretary.
SECTION 3 - -The financial secretary in conjunction with the Treasurer is
responsible to produce an annual financial report to the president at least 30
days prior to the general membership meeting. The President will in turn submit
the report to the Board for approval and thereafter the budget shall be voted
upon by the general membership. The financial condition of the Congregation
and at such other times must be reported as may be deemed necessary by the
Board.
SECTION 4 - Whenever so required by the Congregation or the Board, the
Treasurer shall deliver all monies, books and papers in his possession to his

successor or to the presiding.

ARTICLE XIV - Duties of the Secretaries
SECTION 1 - The Recording Secretary shall keep an accurate record of the
proceedings of all meetings of the Congregation and Board. The Recording
Secretary shall be present at every meeting of the Board and present all
necessary records of its proceedings. He shall deliver all books, papers and
other properties under his care to his successor in office.
SECTION 2 - The Corresponding Secretary shall take care of all communications
and notices for the Congregation and Board .
ARTICLE XV - Duties of the Third Vice President (head gabbai)
SECTION 1 - The Third Vice President shall supervise all worship services of the
Congregation, whether in its Synagogue or elsewhere under its auspices. He
shall have the authority and the duty to designate the prayer officiants (Ba'aley
Tephillah), and to select and designate those to be called up for Aliyoth to the
Torah reading portions and those to be assigned other honors at the services.
ARTICLE XVI - Duties of the Board
SECTION 1 - Board shall have custody of all property belonging to the
Congregation and shall manage the affairs of the Congregation subject to its
Constitution and by laws. The Board shall:
(a) Fix an annual budget;
(b) Recommend annual membership dues subject to the approval of the general
membership
(c) Engage and release employees
(d) Fix memberships assessments, as necessary.
The Board shall appoint a search committee for the Congregation candidates for
the office of Rabbi of the Congregation and Cantor of the Congregation. The
choice among the candidates is to be made and elected upon by the
Congregation at a Congregational meeting specifically called for that purpose.
Should a case arise for consideration of release of the incumbent Rabbi or
Cantor, the position of the Board with respect thereto shall be submitted to a
Special Meeting of the Congregation.
SECTION 3 - All members of the Board shall serve in office for one year.
SECTION 4 - The Board shall determine its own rules of government and
meetings provided such rules do not conflict with the Constitution or the By Laws

of the Congregation.
SECTION 5 - The Board shall have the right to conclude all contracts on behalf
of the Congregation.
SECTION 6 - The Board shall have the power to suspend or expel by vote any
member for improper or immoral conduct or for violation of the rules of the
Congregation. Said vote shall require two thirds of the vote of the Board
attending said meeting and shall be only conducted after thirty
(30) days written notice has been served upon the member sought to be
suspended or expelled.
SECTION 7 - The office of any elected member of the Board who shall have
absented himself from three (3) consecutive meetings without satisfactory
explanation may be declared vacant by the President upon giving thirty (30) days
notice by registered or certified mail to the absentee. The President shall
nominate a successor for the unexpired tern and shall present said candidate to
the Board . Said successor shall require a two-thirds vote of the Board ofTrustees.
SECTION 9 - The Board meetings shall be designated at the conclusion of each
meeting which should meet at least eight (8) times annually.
ARTICLE XVII - Vacancy of Office
SECTION 1 - Should a vacancy occur in any elective office by death, resignation
or otherwise, the Congregation shall proceed to elect to the vacant office another
member who shall serve for the remainder of the term for which the original
incumbent was elected.
ARTICLE XVIII - Religious Worship and Conduct
SECTION 1 - All religious services, prayers and customs shall be conducted
according to Orthodox Jewish ritual as specified in the Shulchan Aruch and other
codifications of Jewish law of accepted authority among Orthodox Jewry.
SECTION 2 - The Rite of Order of prayers (Nusach or Layning) originally
established shall not thereafter be changed or replaced by another Rite.
The prayer leader of each service shall recite the prayer in accordance with the
established custom of the Synagogue.
SECTION 3 - Congregants shall defer to the Rav (Rabbi) as spiritual mentor and
Jewish law authority of the Congregation. The Rav is looked to give Torah
direction to the Congregation in all its aspects and to guide the Congregants in
fulfillment of the character and life of the Torah-dedicated Jew.

Controversies concerning religious worship, halakha and conduct shall be

decided by the Rabbi of the Congregation or, in absence of an incumbent Rabbi,
by the Rabbinical Council of America or other recognized Orthodox rabbinic body
initially designated by the Congregation.
SECTION 4 - No individual shall officiate at services at any time without the
express authorization of the head gabbai or his designees who shall act with the
consent of the Rabbi and President.
SECTION 5 - No individual shall be invited to address the Congregation or any of
its affiliated groups unless the Rabbi and the President are consulted and have
given their consent. No person may occupy the synagogue pulpit or otherwise
expound Torah teaching to the Congregation without the express advance
permission of the Rabbi.
ARTICLE XIX - Standing Committees
SECTION 1 - The Chairman and the members of the following standing
committees shall be appointed following the commencement of each new
administration by the incoming President:
(a) Youth Activities
(b) Services
(c) Fund Raising
(d) Cemetery
(e) House
(f) Finance
(g) Catering
(h) Membership
(i) Newsletter
(j) Day School and/or Hebrew School
(k) Good and Welfare
(l) Adult Education
(m) Personnel
(n) Chevra Kadisha
(o) Constitution and by Laws
(p) Orthodox Union Liaison
(q) Jewish Affairs
(r) Israel
(s) Community Relations
ARTICLE XX - Amendments
SECTION 1 - Except as set forth in SECTION 3 below, this Constitution shall be
subject to changes or amendments provided same shall have been submitted in

writing to the Constitution and By Laws committee which shall submit then to the
Congregation with its recommendations. Suggested changes or amendments
shall lie over for at least thirty (30) days but not more than forty five (45) days and
shall require a two-thirds majority for adoption. Notices of proposed amendments
or changes shall be mailed at least ten (10) days prior to the meeting at which
they are to be acted upon.
SECTION 2 - Any issue not provided for in this Constitution shall be subject to
the provisions of Roberts' Rules of Order.
SECTION 3 - The following provisions of this Constitution shall be irrevocable
and not subject to amendment, change or appeal: Article I, Article II, Article III,
Article XVI, and Article XIX.
SECTION 4 - This Constitution shall become law by its passage and shall
supersede all existing Constitutions of the Congregation.
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