Takanon Ha’Amutah

The Amutot Law, 5740–1980

 

 

 

ARTICLES of AHAVAS SHALOM BET MEDRASH R.A.

Amutah no. 58-035333-2

 

 

 

Chapter 1: Members

 

 

 

1. (a) Every person over the age of 18 is competent to be a member of the Amutah.

(b) A person who wishes to become a member of the Amutah shall submit to the board an application with the following wording:

“I (name, address and identity number) am applying to become a member of the Amutah (name of the Amutah). The purposes of the Amutah and its Articles are known to me. If I am admitted as a member of the Amutah, I undertake to comply with the provisions of the Articles and the resolutions of the general meeting of the Amutah.”

(c) The board has the power to decide to admit an applicant as a member of the Amutah or not to admit him; if the board refuses to admit the applicant, he may appeal the refusal before the next general meeting.

(d) The board shall notify an applicant within two months of submitting his application of its decision as to his application.

Admission of members

2. The membership of an Amutah is personal, non-transferable and cannot be inherited.

Nature of membership

3. The conditions for becoming a member in the Amutah shall be as follows:

(a) The prospective member pays to the building fund of the Amutah the sum of $1,500, or whatever sum the board of the Amutah shall determine from time to time, with the approval of the general meeting. The aforesaid sum shall be payable on such terms as are acceptable to the board of the Amutah. If a member has not agreed terms with the board for payment to the building fund within two months of joining the Amuta, or — with regard to any person who is a member of the Amuta on 5 July, 2003 — by 5 September, 2003, that person shall cease to be a member of the Amuta, and shall not be liable to make any payment to the building fund.

(b) The member shall pay his annual dues and Yomim Noraim dues in the amounts determined from time to time by the board, with the approval of the general meeting, and on terms acceptable to the board. Annual dues and Yomim Noraim dues shall be payable by First Selichot Night (inclusive).

Conditions for membership

(c) The board may, at its discretion, exempt the wife or one child of a deceased member from payment to the building fund under sub-article (a) above, in whole or in part, up to the proportional amount of the payment paid by the deceased member.

 

4. (a) A member of the Amutah is entitled to participate and vote at every general meeting and he shall have one vote on each resolution; he is entitled to vote in elections for the board, the audit committee or the Rav. A member of six months’ standing shall be entitled to be appointed to the board or the audit committee.

(b) A member of the Amutah is entitled to participate in the activities of the Amutah and to benefit from its services. Without derogating from the generality of the aforesaid —

(1) A member shall be entitled to three seats in the Bet Medrash (either two seats in the men’s section and one seat in the women’s section, or vice versa), subject to the payment of annual dues and Yomim Noraim dues;

(2) A member may purchase entitlement to additional seats, by making a payment of $300 to the building fund for each additional seat, and by paying additional annual dues and Yomim Noraim dues as shall be determined from time to time by the board, with the approval of the general meeting.

(3) Use of a member’s seats may only be made on a permanent basis by the member, his spouse, and children who are dependent upon him.

(c) A member shall have the right to be sheliach tzibbur and to be called to the Torah on such occasions as Yahrzeit, and on special family occasions such as a Barmitzvah etc., all of which in accordance with the Halachah as determined by the Rav.

(d) When the Amutah has a function hall, a member shall have the right to use the function hall at cost price, unless the hall is leased to an external caterer who will manage the hall.

(e) A member shall have the right to purchase additional seats temporarily for the Yomim Noraim in precedence to someone who is not a member.

(f) Every member of the Amutah is entitled, at reasonable times, to inspect the register of members and the register of members of the board, the minutes of the general meetings, the financial statements that were brought before the general meeting and any documents submitted to the Registrar.

Rights and duties of member

5. (a) Membership in the Amutah terminates —

(1) Upon the death of the member;

(2) Upon resigning from the Amutah;

(3) Upon expulsion from the Amutah.

Termination of membership

 

(b) Termination of membership in the Amutah, for any reason, does not exempt the member from the payment of amounts that he owed the Amutah before the termination of his membership for the period prior to the termination of his membership.

(c) Upon termination of membership, for any reason, a member shall not be entitled to repayment from the Amutah of any amount that he has paid to the Amutah.

 

6. A member of the Amutah may resign at any time, by giving at least 30 days notice.

Resignation

7. (a) A member shall only be expelled for the reasons stated in the Articles.

(b) The general meeting may, upon the recommendation of the board, resolve to expel a member from the Amutah, after he has been given a proper opportunity to present his case, for one of the following reasons:

(1) The member has not paid the Amutah what he owes it and has not come to any arrangement with the board;

(2) The member has not complied with the provisions of the Articles or a resolution of the general meeting;

(3) The member is acting contrary to the purposes of the Amutah;

(4) The member has been convicted of a crime involving moral turpitude.

(c) The board shall not recommend that the general meeting expel a member from the Amutah until it has given him a proper opportunity to present his case before it, and it shall not make a recommendation for the reasons stated in paragraphs (b)(1), (2) or (3) until it has warned the member and given him a reasonable time to correct what is wrong.

Expulsion

8. If a member is more than three months in arrears with regard to payment of annual dues, but has not been expelled from the Amutah, the board may decide, after giving the member a proper opportunity to present his case, that he shall not be entitled to vote at general meetings of the Amutah nor to benefit from any of the services of the Amutah that are provided to members free or at low rates until he has settled the arrears of dues payable.

Suspension of rights

9. The Amutah shall maintain a register of members and register therein every member, his address, his identity number, the date on which his membership began and the date on which it terminated.

Register of members

10. (a) Invitations, demands, warnings and other notices of the Amutah addressed to all the members of the Amutah shall be given by affixing the invitation, demand, warning or notice to the notice-board on the premises of the Amutah, or, if the board thinks fit, they may be given, instead or additionally, in one or more of the ways prescribed in sub-article (b) below.

(b) Demands, warnings and other notices of the Amutah addressed to an individual member or several members shall be given in writing and delivered by hand or sent by ordinary mail to the address of that member or those members, as applicable, recorded in the Register of Members, or sent to the e-mail address of the member recorded in the Register of Members; upon the written request of the member, the Amutah shall change his address which is recorded in the Register of Members.

Giving notices to members

 

 

Chapter 2: Change of Articles, Name or Purposes

 

 

 

11. An Amutah may change its articles, its name and its purposes by a resolution of the general meeting which is adopted by a majority of those entitled to vote at the meeting; the resolution shall come into effect from the date of its registration by the Registrar.

Changing the articles, name and purposes

12. The name of the Amutah shall be stated on every document, sign or publication issued on its behalf, in its full form as it appears in the certificate of registration; the name shall be stated in uniform characters and without any abbreviations or omissions and shall include at its end the term “Amutah”, “registered Amutah” or “(R.A)”.

Name on documents

 

 

Chapter 3: Organs of the Amutah

 

 

 

13. The organs of the Amutah are:

(a) The general meeting;

(b) The board;

(c) The audit committee;

(d) The treasurer;

(e) The Rav.

 

Organs

14. No person shall hold office at one and the same time as a member of the board and as a member of the audit committee. A person who held office as a member of the board may not hold office as a member of the audit committee for a period of six months after he left office as member of the board.

Separation of offices

15. The following shall not hold office as a member of the board or as a member of the audit committee —

(1) Someone who is not a member of the Amutah;

(2) Someone who provides services to the Amutah for remuneration;

(3) A minor or someone who has been declared legally incompetent or a bankrupt;

(4) Someone who has been convicted in a final judgement of an offence under sections 290 to 297 and 414 to 438 of the Penal Law, 5737–1977, or of another offence which in the opinion of the Attorney-General involves moral turpitude;

(5) A corporation, but a representative of a corporation which is a member of the Amutah may hold office as a member of the board, even if the representative himself is not a member of the Amutah.

Disqualification for holding office

16. An act of the board or of the audit committee shall not be invalid because of a flaw which occurred in the election of a member of the board or the audit committee.

Validity of acts

 

 

Chapter 4: The General Meeting

 

 

 

17. (a) An ordinary general meeting of the members of the Amutah shall take place once a year, no later than fifteen calendar months after the last ordinary general meeting, on a date and time and at a place determined by the board.

(b) The board may convene at any time an extraordinary general meeting, and it must do so upon the written demand of the audit committee, the accountant or one tenth of all the members of the Amutah.

(c) If the board does not convene an extraordinary general meeting which was lawfully demanded within 21 days of the date on which the demand was submitted under sub-article (b), the persons demanding it may convene it themselves, provided that the meeting takes place within three months of the date on which the demand was submitted as stated; the meeting shall be convened, in so far as possible, in the same way that meetings are convened by the board.

(d) If the meeting is convened as stated in sub-article (c), the Amutah shall cover the reasonable expenses incurred by those demanding it and shall make the members of the board who were responsible for not convening it liable for the expenses; the Amutah may also deduct the expenses from money which is or will be payable by it to the members of the board as stated.

Times for convening meetings

18. A general meeting shall be convened by notice which shall be given to the members at least ten days in advance and which shall state the date, time, place and agenda of the meeting.

Invitation to general meeting

19. An ordinary general meeting shall hear reports on the activities of the board and the activities of the audit committee, shall consider them and the financial statements which the board has submitted to it, shall resolve whether to approve them and, every two years, shall elect a board and audit committee.

Functions of an ordinary general meeting

20. (a) A general meeting shall not begin unless at least one quarter of the number of members of the Amutah are present; if this quorum was present at the beginning of the meeting, it may continue its deliberations and pass resolutions even if the number of persons present decreased in the course of the meeting.

(b) If the said quorum is not present within half an hour of the time stated in the invitation, the meeting shall be considered adjourned, without need for an additional invitation, by one week to the same time and the same place, and at this adjourned meeting those present shall be entitled to hold deliberations and pass resolutions, regardless of their number. A notice of the fact of the adjournment shall be given on the Amutah’s notice board.

Quorum

21. A general meeting shall elect, from among the members of the Amutah, a chairman and secretary of the meeting.

Chairman and secretary

22. (a) Resolutions of the general meeting shall be adopted by a majority of the votes of those voting, unless the law or these Articles require a different majority to adopt them; if the votes are tied, the chairman of the meeting may make a casting vote.

Resolutions

(b) A member may empower another member to vote on his behalf at a general meeting, by submitting a written authorization to this effect to the chairman of the board. The written authorization shall state the name of the member authorized to vote on behalf of the member giving the authorization and the date of the meeting to which the authorization refers. The written authorization shall be submitted to the chairman of the board only by the person giving the authorization, and not by the person to whom the authorization is given.

(c) An authorization under this article shall be valid only for one meeting, but it shall be valid also for any adjournment of that meeting under article 20(b) above, unless the member who gave the authorization is present in person at the adjourned meeting.

 

23. (a) At a general meeting each member shall have one vote and the voting shall be in person or by written authorization under article 22(b) above. A member who has been given an authorization as stated shall be able to vote on his own behalf and also on behalf of each member who has given him an authorization as stated.

(b) Voting shall be conducted by means of a show of hands, but 25% of the members present at a meeting may demand a secret ballot on any resolution. A vote on the appointment of a Rav and the appointment of the board shall be made by secret ballot.

(c) A secret ballot on the appointment of a Rav shall be made on a ballot form that provides two options only, namely a vote in favour of the appointment of the Rav and a vote against the appointment of the Rav.

(d) A secret ballot on the appointment of the board shall be made on a ballot form that states the names of all the candidates, and a member may vote for up to five candidates. Those candidates receiving the five highest number of votes will become members of the board. Should there be five or less candidates, those candidates shall be appointed without a vote.

(e) The chairman of the general meeting at which a secret ballot has been demanded under sub-article (b) above shall determine the method of conducting the secret ballot, and he shall be empowered to adjourn the meeting by up to seven days in order to prepare for the secret ballot.

(f) A resolution signed by all the members of the Amutah shall be regarded in all respects as if it was adopted at a general meeting, except for resolutions under sections 11 (change of articles, name or purposes), 36 (approval of financial statements) and 43(a) (winding-up) of the Law.

Voting

24. The secretary of the general meeting shall keep the minutes of the meeting in the book of minutes. The minutes shall be signed by the chairman of the meeting and when signed by him shall constitute prima facie proof of the content thereof and of the proper convening of the meeting, the holding thereof and the adoption of its resolutions.

Minutes

 

 

Chapter 5: The Board

 

 

 

25. (a) The board shall manage the affairs of the Amutah in accordance with the provisions of the law, these articles and the resolutions of the general meeting, and it shall have every power which has not been conferred by law or by these articles on the general meeting or on another of the organs of the Amutah.

(b) The board shall be entitled to expend the Amutah’s funds for the normal expenses of the running of the Amutah. Any expense that is both unusual and substantial (in excess of US $500) may only be expended after approval of the general meeting.

(c) The board shall be entitled to rent or loan any property belonging to the Amutah as it sees fit, for up to a period of one year. In excess of this period, the rent or loan shall require the approval of the general meeting.

(d) The board shall not be empowered to retain the services of professional advisers for consideration without the approval of the general meeting.

(e) Should the Amutah be sued either in a religious court or in a secular court, the board shall convene a general meeting within ten days of receiving the court papers, and the board shall not act in response to the suit without the approval of the general meeting.

Powers

26. The number of members of the board shall be five. This number shall include the chairman of the board and the treasurer.

Number of members

27. The board shall be elected at the ordinary general meeting.

Election of board

28. (a) The board shall hold office from when it is elected by a general meeting for two years; a member of the outgoing board may be elected to the incoming board.

(b) A member of the board may resign at any time from his office by written notice to the board, and the resignation shall come into effect forty-eight hours after the notice was given, unless the member of the board gives notice during that time of a change of mind; a member of the board shall cease to hold office if declared legally incompetent or bankrupt.

Term of office

29. (a) If the office of a member of the board becomes vacant, the remaining members or member may appoint another member of the Amutah to serve as member of the board until the next ordinary general meeting; until such an appointment the remaining members or member may continue to act as the board.

(b) If a member of the board is unable to carry out his functions, the remaining members or member may appoint a member of the Amutah to act in his place until he once again can carry out his functions.

Filling vacancy on the board

30. (a) The chairman of the board shall be appointed by the members of the board.

(b) The general meeting may, at any time, remove the chairman of the board from his office as chairman, and elect another member of the board chairman.

(c) The chairman of the board shall manage the day to day running of the Amutah, subject to the provisions of these Articles and the resolutions of the general meeting and the board.

(d) The chairman of the board shall ensure that the following original documents or duly certified copies thereof, signed by two of the members of the board, are sent to the Registrar within two weeks of the date of passing the resolution or the event, as applicable:

(1) Notice of a change in the address of the Amutah, the election or appointment of a member of the board or the audit committee, or of the termination of their office and of the appointment of an accountant;

(2) Minutes of a resolution of the general meeting changing the articles, its name or its purposes, or a resolution of the general meeting or the board with regard to those entitled to sign on behalf of the Amutah;

(3) Minutes of a resolution of the general meeting approving the financial statements brought before it — together with the financial statements and the recommendation of the audit committee, and if an accountant was appointed, his opinion on the financial statements shall be attached;

(4) Notice of the filing of an action against the Amutah or against a member of the board in his capacity as a member of the board; the notice shall state the names of the parties, the court in which the action was filed, the cause of action and the number of the proceeding;

(5) Minutes of a resolution of the general meeting with regard to a voluntary winding-up and with regard to the appointment of a liquidator.

Chairman of the board

31. (a) The board shall meet at least once a month.

(b) Meetings of the board shall be convened by the chairman, who shall give notice to the board members of a meeting at least four days before the meeting of the date, time and place of the meeting, together with a written agenda of the matters to be discussed at the meeting.

(c) Any member of the board may demand that the chairman convenes a meeting of the board, by giving the chairman a written demand together with an agendum of the matters that he wishes to be raised at the meeting. The chairman shall convene the meeting to be held within seven days of the date of receiving the demand.

Board meetings

32. The quorum at a meeting of the board shall be three members. If a quorum is present at the beginning of a meeting, the meeting may proceed and resolutions may be adopted even without a quorum.

Quorum

33. Resolutions of the board shall be adopted by a majority of those voting; if the votes are tied, the resolution is not passed; a unanimous resolution of all the members of the board may be adopted, orally or in writing, even without a meeting of the board.

Resolutions

34. (a) Minutes shall be kept in a book of minutes of all board meetings and of all resolutions that are adopted by the board, whether at a meeting or without a meeting.

(b) Every member of the board may inspect at any time the minutes of the board meeting.

Minutes

35. Members of the Board shall act in the best interests of the Amutah within the framework of its purposes and in accordance with the Articles and the resolutions of the general meeting.

Duty of member of the board

36. The general meeting may remove, at any time, the board or a member of the board from office; if the removal would result in the members of the board numbering less than five, the removal shall not come into effect unless the general meeting elects a new member or members such that the number of members of the board is five.

Removal of the board or member of the board from office

37. An Amutah must maintain a register of members of the board and register in it the name of each of them, his address, his identity number, the date on which his holding of office began and the date on which it ended.

Register of members of the board

38. The board may authorise two or more of its members to sign on behalf of the Amutah on documents which shall bind it, and carry out on its behalf acts which are within its jurisdiction.

Right of representation

39. If a member of the board is absent from three consecutive meetings, and no reasonable justification is given for the absences, the chairman of the board shall convene a general meeting, and recommend that the member of the board is removed from his office.

Member of board who is absent from meetings

Chapter 6: Sub-committees

 

 

 

40. The board shall be entitled to appoint sub-committees. 

Sub-committees

41. Each subcommittee shall be three or more members, of which at least one shall be a member of the board. The committee shall be chaired by a member of the board, unless no member of the board is present. 

Composition

42. Two members of a sub-committee shall constitute a quorum.

Quorum

43. Copies of the minutes and resolutions of a sub-committee shall be sent to the secretary of the board, and shall be kept by him.

Minutes and Resolutions

Chapter 7: Audit committee

 

 

 

44. The audit committee shall examine the financial and economic affairs of the Amutah and its books of accounts and bring before the general meeting its recommendations with regard to the approval of the financial statements.

Functions

45. The audit committee shall be elected at the ordinary general meeting.

Establishment

46. The number of members of the audit committee shall be three.

Composition

 

47. The audit committee shall appoint one of its members as chairman.

Chairman

48. A majority of the members of the audit committee shall constitute a quorum for meetings of the audit committee.

Quorum

49. The audit committee may itself arrange the dates of its meetings and the invitations thereto.

Meetings

50. Resolutions of the audit committee shall be adopted by a majority of those voting; if the votes are tied, the resolution is not passed; a unanimous resolution of all the members of the audit committee may be adopted even without a meeting of the audit committee.

Resolutions

51. The audit committee shall keep minutes of its meetings and resolutions.

Minutes

52. (a) Any member who wishes to make a complaint with regard to any aspect of the running of the Amutah shall submit the complaint in writing to the audit committee.

(b) The audit committee shall investigate the complaint at its discretion, and it may decide not to investigate the complaint if it thinks that the complaint is unworthy of investigation or for any other reason that, in its opinion, justifies not investigating the complaint.

(c) The audit committee shall make its decision as to whether to investigate a complaint within two months. If it decides not to investigate a complaint, it shall notify the complainant within the aforesaid period in writing, stating the reason for the decision.

(d) If the audit committee decides to investigate a complaint, it shall complete its investigation within three months of the date of receiving the complaint, and shall inform the complainant of its findings.

(e) Should the audit committee find that a complaint is justified, it shall notify the board of its findings. If the audit committee deems the matter of sufficient importance, it shall submit a written demand to this effect to the board.

Complaints

Chapter 8: The treasurer

 

 

 

53. The treasurer of the Amutah shall be appointed by the general meeting as one of the members of the board.

Appointment

54. (a) The treasurer shall keep books of accounts which fully and faithfully reflect its transactions and its financial state.

(b) Every member of the board and the audit committee may inspect at any time the books of accounts of the Amutah and the documents relating to what is recorded therein and receive from every member of the board and from every employee of the Amutah every document in their possession and all information required, in his opinion, for carrying out his functions.

Books of Accounts

55. (a) The Board shall prepare once a year a balance sheet and a statement of the income and expenditure of the Amutah (hereinafter — financial statements) for each tax year; the financial statements shall be submitted to the audit committee no less than two weeks before the date of the general meeting and it shall be brought before the general meeting for its approval.

(b) The board shall attach to the financial statements a notice in which there are full and exact details of all the payments which the Amutah paid or undertook to pay, in the year to which the financial statements relate, to each of the five recipients of the highest remuneration in the Amutah, including details with regard to their retirement conditions; all of the above applies whether the payments or the undertakings to make payments as stated were made to the said recipients of remuneration or whether they were made to another on their behalf or as a result of their employment;

For the purpose of this subsection, “payments” — amounts of money and everything that is money’s worth, loans, securities or other rights and also every other benefit.

(c) The financial statements shall be drawn up in accordance with accepted accounting and reporting standards which are suitable to the situation and circumstances of the Amutah, and shall give proper expression to the figures included in the books of accounts.

(d) The original financial statements or a properly certified copy thereof shall be submitted to the Registrar no later than January 31 of the second year after the end of the period of the statements, signed by two of the members of the board.

Financial Statements

Chapter 9: The Rav

 

 

 

56. (a) The Rav shall be appointed or reappointed by the general meeting, upon the recommendation of the board. A resolution proposing the appointment or reappointment of the Rav shall require a special majority of 60% of those voting, after the terms of the proposed contract with the Rav have been put before the general meeting.

(b) The Rav may be dismissed by the Amutah during the period of his contract by a majority of two thirds of those members voting.

Appointment of the Rav

57. The responsibilities and the obligations of the Rav to the Amutah shall be determined in a written contract between the Amutah and the Rav, which shall be negotiated on behalf of the Amutah by the board or by someone or some persons appointed by them.

Responsibilities of the Rav

58. The Rav shall be the spiritual leader of the community, and any dispute with regard to questions of halachah that concern the Amutah shall be decided by the Rav.

Rav spiritual leader

59. The Rav shall be empowered to suspend the rights of a member of the Amutah to be sheliach tzibbur or to be called to the Torah or even to be counted in a minyan, if it is proved to his satisfaction that the member is in contempt of a decision of a recognized Beis Din, but the Rav shall only do this after giving the member a chance to put his case to the Rav.

Power to suspend rights of member

60. When there is no Rav, the board shall refer any questions of halachah that arise with regard to the running of the Amutah to a Rav chosen by the general meeting for this purpose, from time to time.

When there is no Rav

Chapter 10: Halachic Customs of the Amutah

 

 

 

61. (a) The Halachic customs of the Amutah are attached to these Articles in Hebrew as Appendix A.

(b) Notwithstanding that the customs are an integral part of the Articles of the Amutah, the power to change the customs shall be given to the Rav, by virtue of his office as Rav of the Amutah.

Customs

Chapter 11: Winding-Up

 

 

 

62. (a) The general meeting may pass a resolution with regard to voluntary winding-up and the appointment of a liquidator or liquidators; the resolution requires a majority of two thirds of those voting at a meeting for which 21 days notice was given to all the members of the Amutah, stating that at the meeting a proposal will be made to wind up the Amutah.

(b) The commencement of winding up shall be two weeks after the resolution is adopted, or a later date determined by the general meeting.

(c) A general meeting as stated in sub-article (a) shall only be convened after an affidavit of a majority of the members of the board has been submitted to the Registrar to the effect that they have examined the state of the Amutah’s business and concluded that it can pay its debts in full within a year from the commencement of winding-up.

Resolution to wind up and appointment of liquidator

63. If the Amutah is wound up, and after its debts have been paid in full there remain assets, these assets shall be transferred to another Amutah which has similar purposes, as shall be determined by the Minister of Finance or anyone delegated by him for this purpose. In no circumstances shall any assets of the Amutah be distributed among the members.

Transfer of remaining assets