BY-LAWS OF
The Messianic Hebrews of America Organization
Revised February 22, 2000
| ARTICLE I | NAME & OBJECT | 2 |
| ARTICLE II | ADMINISTRATION | 2 |
| ARTICLE III | OFFICERS | 3 |
| ARTICLE IV | MEETINGS OF HIGH CHIEF COUNSEL | 4 |
| ARTICLE V | INDEMNIFICATION | 4 |
| ARTICLE VI | ORGANIZATIONAL MEETINGS | 5 |
| ARTICLE VII | FISCAL YEAR | 6 |
| ARTICLE VIII | MEMBERSHIP | 6 |
| ARTICLE IX | AMENDMENTS | 6 |
ARTICLE I
NAME & OBJECT
A. The name of the Organization shall be: The Messianic Hebrews Organization Its principal synagogue and offices shall be at Kountze, Texas.
B. The objects of the Organization shall be those set forth in its Articles of Constitution.
ARTICLE II
ADMINISTRATION
The leadership and Organization authority of The Messianic Hebrews Organization of America shall be entrusted to the Board of Directors also called High Chief Counsel and the Presiding President also called High Chief. The members of the High Chief Counsel shall be appointed by Election and ratified by a majority vote of organizational members present at a duly called meeting under the provisions of Article VI herein.
The Presiding High Chief shall be a members of the Board of Directors. The High Chief Counsel shall have the discretion to designate other chiefs, Rabbans, other titles, and positions, as the leadership deems necessary and proper, based on the evidence of need, elections, maturity, and calling for the office according to the requirements in the Word of God, The Messianic Hebrew Constitution and these Bylaws.
C. The High Chief Counsel comprise the Board of Directors. The Presiding President shall be the High Chief. All other officers of the Board of Directors, as established by the High Chief and or the High Chief Counsel, shall be appointed by a majority vote of the entire High Chief Counsel and, or the High Chief at a duly called meeting of the High Chief Counsel pursuant to the provisions of Article VI herein. Each officer, including the presiding High Chief, shall serve at the pleasure and discretion of the High Chief Counsel members, who may remove an officer from that position by a 2/3 vote of the entire Board at a duly called meeting of the Board under the provisions of Article IV herein.
D. The High Chief Counsel and or The High Chief shall be the custodians of
all Organization property. The Board, on behalf of the Organization, shall
have the right, power and authority to purchase, acquire by gift, devise,
bequest or otherwise, either directly, in association with other entities,
or as trustee, including the right and power to acquire property by the issuance
of bonds or other covenants to the entity conveying the property to the Messianic
Hebrews of America Organization, to own in fee simple or otherwise, to hold
in trust or as lessee any real property, and to sell, convey, lease, encumber
or otherwise dispose of any property of the Organization at any time whether
real or personal. All property of the Organization, real and personal, shall
be taken, held, encumbered, sold, transferred, leased or conveyed in the
corporate name of the Messianic Hebrews of America.
No real property shall be taken, held, sold, encumbered, transferred, leased
or conveyed unless authorized by a majority vote of High Chief Counsel members
or The High Chief present at a duly called meeting pursuant to the provisions
of Article VI herein.
All gifts and bequests shall be received, classified and directed at the
discretion of the High Chief and or the High Chief Counsel in accordance
with the tax laws of the United States and the State of Texas.
E. The organization signatory shall consist of no less than two (2) authorized signatures as established from time to time by a majority vote of the High Chief Counsel.
ARTICLE III
OFFICERS
The officers of the organization shall consist of, but are not limited to, the High Chief also called the President, Secretary and Treasurer. All officers, other than High Chief, shall be appointed for a term of six years, with the right of succession for one additional term, pursuant to the terms of Article II herein.
A. PRESIDENT/ High Chief
The High Chief will preside over meetings of the High Chief Counsel. In the absence of the High Chief, the assistant High Chief will preside. In the absence of both High Chief and Assistant High Chief the Secretary will adjourn the meeting. The High Chief shall also have the power to over rule any action taken by the High Chief Counsel when The High Chief deems it to be in conflict with the purpose and goals of the Messianic Hebrews, as well as such other powers and perform such other duties as may be required of him, from time to time by the High Chief Counsel. The High Chief may also appoint such committee and/or committees as he may deem necessary from time to time, and to define the duties of such committees.
B. SECRETARY
The Secretary shall keep, or cause to be kept, a record of all proceedings of the organization's meetings, and such other proceedings as the High Chief and/or the High Chief Counsel shall require. The Secretary shall serve, or cause to be served, all notices, schedules and reports required by law or these by laws. In the absence of the Secretary for any reason, those duties shall be performed by any person temporarily appointed to do so by a majority vote of the High Chief Counsel.
C. TREASURER
The Treasurer shall perform, or cause to be performed, those duties implicit in the title including, but not limited to, preparing and maintaining detailed books of account for all Messianic Hebrews Organization transactions, preserving documents of receipts and disbursement of every kind and nature, and maintaining current banking records, and statements of assets and liabilities.
ARTICLE IV
MEETINGS OF HIGH CHIEF COUNSEL
A. A meeting of the High Chief Counsel shall be held not less than monthly at a date, time and place, and in a manner determined by the High Chief Counsel. Special meetings may be called at the discretion of any two members of the High Chief Counsel, or upon the request of the Presiding High Chief, provided all High Chief Counsel members receive adequate and reasonable notification.
B. No business of the Organization will be conducted by the High Chief Counsel without a quorum which shall consist of a majority of the High Chief Counsel members.
C. The Assistant High Chief shall be appoint by the High Chief for a term equal to that person's life or until such time the High Chief deems the Assistant High Chief to be unfit for the position. In the event the Organization is without a permanent Presiding High Chief, or Assistant High Chief the High Chief Counsel members may provide its own interim High Chief from among the members of the Board of High Chief Counsel by a majority of all High Chief Counsel.
D. No member of the Board of High Chief Counsel will be personally or otherwise liable for any debt, liability and/or obligation of the Organization.
ARTICLE V
INDEMNIFICATION
Messianic Hebrews Organization of America shall indemnify and save harmless any High Chief, High Chief Counsel Member, deacon and/or officer and any other member of the Organizational body for reasonable expenses, costs, and fees, fines and judgments, and any other reasonable debts incurred through the defense, negotiation and/or prosecution of any legal action, either initiated or proposed civil or criminal, which is based on and/or arises out of his or her actions taken in good faith on behalf of the Organization in the performance of official duties.
ARTICLE VI
ORGANIZATIONAL MEETINGS
A. The High Chief Counsel shall call an annual meeting of the Organization
in February of each year, at which time the High Chief Counsel shall cause
to be presented a report or reports detailing to a reasonable extent the
actions taken for and in behalf of the Organization, receipts and expenditures,
assets and liabilities, pending actions, planned actions, the status quo
and future expectations.
Notice of the annual meeting shall be served by verbal announcement at the
regularly scheduled worship service held on the two (2) Mondays immediately
preceding the meeting, by posting on the main bulletin board during the same
two (2) week period prior to the meeting, and by any additional means deemed
appropriate by the High Chief Counsel.
B. Special Organizational meeting may be called from time to time as the High Chief Counsel as deem necessary. Notice of such a meeting shall be made by announcement at the regularly scheduled worship service held on the Fridays and Saturdays immediately preceding the meeting, by posting in the main bulletin board during the same two (2) week period prior to the meeting, and by any additional means deemed appropriate by the High Chief Counsel.
C. No elections, ratification or other Organization business requiring a
Organizational vote shall take place without a quorum which shall consist
of 50% of the Organizational membership as defined in the Constitution.
All new members of the Board of High Chief Counsel and deacons shall be confirmed
upon ratification by a 2/3 majority of the Organizational quorum present.
D. The Presiding High Chief, or his designate, shall preside over annual and special meetings of the congregation. A recording secretary shall be appointed by the Presiding High Chief or his designate to record the minutes of all Organizational meetings.
E. Issues presented at the Organizational meetings for vote, except the ratification of a counsel member, changing the By Laws or the Constitution, shall require a majority of a quorum for passage.
F. In order to facilitate and conduct business in an orderly manner, Organizational meetings shall be governed by the accepted rules Roberts Rules of Order. The Organization Secretary, or his designate, shall act as parliamentarian.
ARTICLE VII
FISCAL YEAR
The fiscal year of Messianic Hebrews Organization of America shall be the calendar year, January 1 through December 31.
ARTICLE VIII
MEMBERSHIP
A member is one who meets the qualifications as stated in the Articles of Constitution, and after satisfactory examination by High Chief Counsel, the applicant will be presented to the congregation and enrolled in membership.
ARTICLE IX
AMENDMENTS
A. BY LAWS:
These By-Laws may be amended at the annual Organizational meeting, or at any special Organizational meeting called for that purpose, by a 2/3 majority of the Organizational quorum present. Any notice of an intended amendment shall explicitly describe the nature of the amendment.
B. CONSTITUTION:
The Constitution may be amended at the annual Organizational meeting, or at any special Organizational meeting called for that purpose, by a 2/3 majority of the Organizational quorum present and the approval of the High Chief. Any notice of an intended amendment shall explicitly describe the nature of the amendment and shall be presented and posted for not less than three months preceding the vote.
Revised and Updated February 22, 2000
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