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BYLAWS

of     

                                                 Comunidad Hebrea ESan Miguel de  Allende,  

Asociación Civil (CHESMA)  

 

Preamble and Mission Statement

Comunidad Hebrea ESan Miguel de  Allende,  Asociación Civil (CHESMA) is a community whose members come from a wide range of Jewish beliefs and practices. CHESMA is dedicated to perpetuating all aspects of Jewish life and to fostering a sense of Jewish identity among its members. Our mission is to provide an active Jewish community in San Miguel de Allende, Gto, Mexico by offering religious, educational, cultural, life-cycle and social activities for its members and their friends, as well as charitable actions for the entire San Miguel community. CHESMA seeks to include and accept all Jews (by birth or conversion) and the spouses/cohabiting partners and unmarried minor children (whether Jewish or not) of Jews who wish to worship, study, or pursue cultural or social ties to Judaism. The members of this community adopt the following Bylaws.

 

ARTICLE I: NAME OF ORGANIZATION

The Community will be known as CHESMA (Comunidad Hebrea En San Miguel de  Allende,  Asociación Civil), and is located in San Miguel de Allende, Guanajuato, Mexico.

                                                                                                             

ARTICLE II: MEMBERSHIP

            Section One - Eligibility for Membership 

Any person, 18 years of age or over, who subscribes to the purposes, rules and regulations of CHESMA, shall be eligible to apply for membership. Before being entitled to the rights of membership,  a person will pay such applicable dues, fees and assessments as are currently in effect and in accordance with the Bylaws or make other financial arrangements with the Executive Committee. Either payment of dues or fees and assessments or making other arrangements constitutes a “member in good standing.” No one will be turned down solely based on inability to pay.

Section Two - Categories of Membership

All individuals must be in good standing to exercise their rights of membership, as set forth herein. There will be the following categories of membership:

1)   Family or Household Membership. This category of membership will be extended to married or cohabiting partners and shall entitle each partner to membership privileges. The couple will be entitled to two votes. Such membership will include their unmarried children under the age of eighteen or older if attending school on a full time basis and elderly parents (under the care of family members) abiding in the household. Such older children and elderly parents shall  not be entitled to a vote.

2)   Single Membership. This category of membership will be extended to individuals . Single memberships will have one vote. Such membership will include their unmarried children under the age of eighteen or older if attending school on a full time basis and elderly parents (under the care of family members) abiding in the household. Such older children and elderly parents shall not be entitled to  a vote.

                                                                                                                  

3)   Honorary Membership. This category of membership may be extended by the Board of Directors in its sole discretion to any deserving person(s), either within or outside the San Miguel de Allende area. Such members shall be entitled to a vote.

The Board may establish special membership classifications with such provisions as it shall deem advisable.

Section Three - Rights of Membership

Every member of CHESMA, in good standing, will have full rights of membership. Likewise, full membership privileges will extend to his and/or her spouse or cohabiting partner and to his and/or her unmarried children under the age of eighteen or older if attending school on a full-time basis and elderly parents (under the care of family members) abiding in the household, except as limited herein. An individual is considered to be a minor child until he/she reaches his/her eighteenth birthday. Non-Jews shall have all rights enunciated in these Bylaws except the right to hold office as an Officer or Director and except as determined by the Board. The holding of office and Board membership shall be reserved to Jews by Birth (having at least one Jewish parent and raised as a Jew) and Jews by Conversion through an ordained Rabbi.

Rights of family membership include:

1)   All members in good standing shall have the right to vote (as delineated herein) on all matters coming before the community and can be exercised with attendance at meetings or through a proxy or absentee ballot (if submitted in advance of a meeting as specified herein).

2)   All members in good standing shall have the right to member prices for attendance at all special events;

3)   Members of the Community shall have all the privileges of membership, subject to the rules and regulations established from time to time by the Board, including but not limited to serving on Committees, worship, religious school for their children, adult studies and burial privileges as such may exist (provided that interment is in accordance with accepted Jewish custom and ritual);

4)   And all members in good standing shall have the right to receive all CHESMA mailings and correspondence.

Section Four - Survivor Rights

In the event of the death or divorce of a family or household member, either or both surviving or remaining spouses or cohabiting partners may continue to be members if they so desire subject to the limitations provided for in these Bylaws.

Section Five - Dues, Fees and Assessments

Except as otherwise provided in this section, every member shall be obligated, each fiscal year,  to pay such dues, fees and assessments, within one (1) month of the beginning of the fiscal year, as may be imposed by the Board of Directors. The Executive Committee or its designee may reduce or waive the usual membership dues, fees and/or assessments or make other special arrangements when, in its discretion, a hardship would result to an applicant or member. However, failure by any member to pay such dues, fees or assessments or make arrangements for reduction or waiving of such dues, fees or assessments as are imposed pursuant to this section in the fiscal year in which they become due, will result in the member losing “good-standing” status, automatically losing all rights and privileges of membership. The Executive Committee shall also have the authority to adopt penalties and/or discounts relating to the payment of dues, fees and assessments.

 

ARTICLE III: MEETINGS AND PROCEDURES

Section One - Annual Meeting

The annual meeting of the Community will be held no later than September 1st of each year, unless changed by a majority vote of the Board. At this meeting, reports shall be submitted by the President, the Treasurer, the Rabbi (if a Rabbi is then employed by the Community) or other spiritual leader and such other officers, staff and Committees as may be requested to do so by the Board of Directors. New officers shall be elected at the annual meeting and shall assume office at the conclusion of the meeting for a term of two (2) years. Every Member of the Community shall be notified by verifiable electronic means and by an announcement in the CHESMA Newsletter at least thirty (30) days prior to the holding of the annual meeting of the date, time and place of the meeting, and the matters to be considered at the meeting.

At least sixty (60) days prior to the Annual Meeting, the Secretary  shall notify the Community that elections for new Officers are to occur at the Annual Meeting, and that suggestions for candidates are being solicited, and are to be submitted to the Nominating Committee.  Votes must be delivered, mailed or sent by verifiable electronic means to the Executive Committee prior to the beginning of the Annual Meeting.

Failure of the Board or Community to adhere strictly to any of the foregoing requirements shall not invalidate any election so long as the Community has been given reasonable notice of said election and a quorum, as defined herein, is present at the Annual Meeting.

Nominations in addition to the slate approved by the Board may be made to the Executive Committee up to 10 days before the Annual Meeting by members in good standing.

Section Two - Special Meetings

Special meetings of the Community may be called by the President or at the request of a majority of the Board of Directors or on written application of twenty percent (20%) of the membership in good standing. The call for a special meeting shall set forth the purpose of the meeting, and written notice thereof shall be mailed (or sent by verifiable electronic means) to the membership at least fifteen (15) days prior to the time of such meeting. No business shall be transacted at such meeting except that specified in the notice. In the event the President fails to issue the call for the Special Meeting within seven (7) days after being requested to do so, the Secretary shall, in accordance with the above provision, send the necessary notices. If the secretary does not call said meeting, any other officer may do so. In the event of an emergency, the Executive Committee may act as it deems appropriate.

Section Three - Membership Quorum

One-third (1/3) of the members of the Community, including those voting by proxy, shall constitute a quorum at Annual and Special Meetings. Written proxy votes will be accepted for all matters requiring a vote and must be submitted by mail (or sent by verifiable electronic means) prior to said Meetings.

 

ARTICLE IV: OFFICERS

Section One - Eligibility

The Officers of the Community shall be a President, a Vice President, a Secretary and a Treasurer, subject to the authority of the Board to modify the number and designation of Officers as it may determine to be in the best interests of the Community. New Officers will be elected at the Annual Meeting of the Community and shall assume office at the conclusion of the Annual Meeting for a term of two (2) years. Except as the Executive Committee may decide otherwise for good cause, a person must be a resident of the State of Guanajuato or Querétaro for 75% of the year in order to be eligible to hold office.

Section Two - Duties of the President

The duties of the PRESIDENT shall be:

1)   To preside as chair at all Community and Board meetings.

2)   To be an ex-officio member of all Committees (without the right to vote).

3)   To call the annual meeting and special meetings of the Board or Community as set forth herein.

4)   To appoint a Chairperson of a Nominating Committee no later than July 1st of each year to prepare a slate of proposed Officers for Board approval. The Board shall approve or modify said slate at least 30 days prior to the annual meeting. The Chairperson shall appoint a minimum of two additional members to said Committee.

5)   To sign all agreements, contracts, deeds and other documents for the Community, pursuant to appropriate resolutions of the Board of Directors.

6)   To have, at all times, access to all fiscal records, contracts, official bonds, deeds, policies of insurance, books and papers of the Community.

7)   To supervise all employees of CHESMA, which duty can be delegated.

In addition to the foregoing, either the President or the Vice President, along with the Treasurer, must countersign all checks, vouchers and notes in excess of 10,000 pesos or the dollar equivalent.

The President shall have the right to vote on all matters coming before the Board of Directors or the Community or its Members.

Section Three - Duties of the Vice President

The VICE PRESIDENT shall perform such duties as may be assigned by the President. The Vice President shall automatically succeed to the office of the President in case of vacancy and shall act for the President in case of his/her absence or disability. If there is more than one Vice President, the Board of Directors shall designate the order of succession. In addition to the foregoing, either the President or the Vice President, along with the Treasurer, must countersign all checks, vouchers and notes in excess of 10,000 pesos or the dollar equivalent.

 

Section Four - Duties of the Treasurer

The duties of the TREASURER shall be:

1) To be the custodian of all funds of the Community and the disbursing agent of the Community as authorized by the Board of Directors and these Bylaws. He or she will keep an accurate and correct record of the receipts and expenditures of the Community and of the accounts between the Community and its members and others, the record of which will be open for inspection by any member in good standing.

2) To receive all monies which shall, from time to time, be payable to the Community, giving receipt thereof, and cause the same to be deposited or invested in the Community’s name, as directed by the Executive Committee.

3) To make disbursements of Community funds upon order of the Executive Committee.

4) To present a detailed financial report at all meetings of the Board of Directors and of the Community.  

5) To prepare or oversee the preparation of any accounting material required by law.

6) To prepare an annual budget.

7) To chair or serve on the Budget and Finance Committee, if any, and the Investment Committee, if any, and on any other Committees directly involving financial matters of the Community.

8) To countersign all checks, vouchers and notes in excess of 10,000 pesos or the dollar equivalent, as set forth in these Bylaws.

9) To insure that all electronic payments received or made by CHESMA conform to the requirements of this Section.

Section Five - Duties of the Secretary

The Secretary shall keep accurate and complete minutes of meetings of the Community and the Board of Directors. Minutes of the meetings of the Board and Community shall be open to inspection by all members of the Community, and copies thereof shall be provided to members of the Board. He/she shall also maintain records of all official documents of the Community to include, but are not limited to, these Bylaws, legal documents, contracts, trust deeds, loan documents and motions or reports adopted by the Board. The Secretary shall perform such other duties as are incident to the office according to applicable law or as duly specified by action of the Board of Directors. The Board of Directors may delegate some of these responsibilities to others, but the Secretary shall be responsible for the performance of any delegated matters. He or she shall have the custody of the seal of the Community, if any, for use under the direction of the Executive Committee.28iñARTICLE V: BOARD OF DIRECTORS

Section One - Authority of the Board

The affairs of the Community shall be managed and directed by The Board of Directors, which shall consist of the four elected officers (unless the Board has chosen to increase the number of officers as set forth herein) plus the chairpersons of the following Committees: Fundraising, Program, Ritual, Communications, Tzedakah and Membership. The total number of Board members must be an odd number, to help prevent voting ties. The President, with the approval of the Board, may appoint, at his/her discretion, additional “at large” members, with or without voting rights. If additional members are appointed with voting rights, it may be necessary to add another member so as to maintain the necessary odd number. Board members shall plan, participate in and support the functions and activities conducted by CHESMA and assume significant responsibility appropriate to their interests and skills. If a husband and wife, or other cohabiting partners, are both Board members, each shall be entitled to one full vote.

Section Two - Board Management

The Board of Directors shall have the general management of the affairs, funds, records and property of the Community. It may establish policies, guidelines and direction with respect to matters within its management and control. The Board, or its designees, shall act on all matters of policy and shall have the power to handle all matters requiring immediate action and shall prepare for proper submission to the membership any suggestions, motions, or resolutions as it may deem necessary to further the goals of the Community. The Board may appoint an independent auditor or seek outside legal advice and perform such other duties and take such other actions as may be permitted by the laws of Mexico. The Board shall adopt an annual budget, as proposed by the Treasurer, by November 1st of each year.  

Section Three - Removal and Suspension

The Board of Directors shall have jurisdiction over the admission, resignation, removal and suspension of members and Officers. Any member against whom written charges are filed with the Board alleging violations of the CHESMA Bylaws, rules or regulations, or conduct deemed to be detrimental to the character, interests or purposes of CHESMA, shall receive written notice of: 1) The charges made against him or her; and 2) the time and place of a hearing before an ad-hoc Committee appointed by the Executive Committee. At this hearing the accused member shall have the right to be heard and to present information bearing upon such charges. The ad-hoc Committee shall have the power, upon a two-thirds vote of those present at a duly constituted meeting thereof, to reprimand, remove from good standing, or expel such member, subject to the approval of the Board.

Section Four Engagement of Rabbi

The Board of Directors shall have the authority to engage the services of a full or part-time or visiting Rabbi (including a student Rabbi) and to establish their duties and compensation and to provide for payment of their expenses. The membership may, upon a vote of the membership for that purpose, authorize the Board to engage the services of a full or part-time, or visiting, Rabbi.

Section Five - Board of Directors Quorum

The Board of Directors shall meet monthly. Directors may attend by telephone or other electronic means. One-half (1/2) plus 1 of the members of the Board of Directors shall constitute a quorum.

Section Six - Banking

The Executive Committee shall approve the financial institution(s) for deposit of CHESMA’s funds.

Section Seven - Consent to take Action

Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if all of the Directors entitled to vote on such matter agree in writing.

 

ARTICLE VI: VACANCY, RESIGNATION AND REMOVAL OF OFFICERS OR DIRECTORS

Section One - Resignation

An Officer or Director may resign at any time by giving written notice to the Board, the President or the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

Section Two - Absences

The Board, by a vote of 2/3 of the entire Board, may declare as vacant the office of any Officer or Director who is absent without adequate excuse from three (3) consecutive Board meetings or a total of five (5) meetings during a calendar year, or for failing to remain in good standing. Reasonable written notice must be served on the Officer or Director proceeded against and an opportunity to be heard must be given by the Board of Directors.

Section Three - Vacancies

The Executive Committee, with the approval of the Board of Directors, shall fill any vacancy on the Board of Directors with an eligible member, until the next annual Community election.

 

ARTICLE VII: COMMITTEES

Section One - Creation of Committees

Committees may be created or dissolved from time to time by the Executive Committee and all Committees shall be considered subcommittees of the Board of Directors, being empowered by the Board and being responsible thereto.

Each Chairperson will form his or her Committee. It is the responsibility of each individual Committee to meet when necessary and to report on its activities to the Board at each Board meeting.

Each Committee shall have available to it an annual budget of $100 US or the peso equivalent, to be used without prior Board approval. The budget of the Executive Committee shall be $250 or the peso equivalent. All other expenditures must be voted on by the Board. Each Chair must report on the expenditures of that Committee in a timely manner and must submit a receipt for any reimbursements necessary.

Section Two - Standing Committees              

The Standing Committees of CHESMA shall be:

1)  Executive Committee -The Executive Committee shall consist of the President, the Vice President and one additional member selected by the four officers of CHESMA. If there are two Presidents then the Executive Committee shall consist of them and the Vice President. If there are two Vice Presidents then the Executive Committee shall consist of them and the President.

      This Committee will serve as the planning group for CHESMA and act as an advisory group to the Board. Except as set forth in these Bylaws, the Committee shall not have the power to act on behalf of CHESMA except it shall have the authority to make urgent or emergency decisions between scheduled meetings of the Board. In such a case, the Executive Committee shall advise the Board of Directors in a timely manner of any decisions made, and such decisions must be put forth for ratification by the Board of Directors at the next meeting of the Board. Decisions of the Executive Committee shall be made by majority vote of the Committee members present. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business.  Except as set forth herein, the Executive Committee shall appoint the chairpersons of all Committees  and shall have the authority to appoint individuals to handle special projects under appropriate circumstances. The Executive Committee shall approve the financial institution(s) for deposit of CHESMA’s funds. All grievances, disputes between members, and other issues not expressly addressed in these Bylaws shall be referred to the Executive Committee for recommendations.

2)  Membership Committee – The Membership Committee shall have the responsibility for attracting, integrating and retaining members. This Committee shall solicit new members and introduce new attendees at services and at other functions. This Committee shall also prepare promotional information about the activities, history, mission and other attributes of CHESMA, which information shall be widely distributed by this Committee. This Committee shall also be responsible for membership renewals, including the formulation and implementation of procedures to ensure the timely renewal by all members.

3)  Fundraising Committee – The Fundraising Committee shall develop suitable means for raising money for the welfare of the Community, subject to the approval of the Board of Directors. This Committee shall work with the Program Committee and other Committees in implementing such events.

4)  Nominating Committee - The President shall, no later than July 1st of each year, establish a Nominating Committee as set forth herein.

5)  Program Committee – The Program Committee shall be responsible for planning, organizing and implementing all special and recurring events of CHESMA, including forums, lectures, films, holiday celebrations, adult education, concerts, parties, Shabbat dinners and other similar events. This Committee shall be responsible for selecting, scheduling and choosing venues and arranging all other aspects of the programs. This Committee shall interact and coordinate its activities with the Ritual and Communications Committees, and other Committees, to the extent necessary and appropriate.

6)  Ritual Committee – The Ritual Committee shall approve all religious services and activities and prepare liturgy when necessary, make liturgical decisions, arrange venues for such activities as needed and generally be responsible for any and all aspects of the religious activities of CHESMA, in consultation with other Committees as may be necessary and appropriate. This Committee shall have control over the CHESMA Religious School, if any, and shall have the power to engage Religious School teachers, subject to the approval of the Board.

7)  Communications Committee – The Communications Committee shall prepare ads, promotional materials, emails and other media designed to publicize the activities of CHESMA to its members and the community at large. This Committee shall also be responsible for the design and maintenance of the CHESMA website.

8)  Tzedakah Committee – The Tzedakah Committee shall oversee the   distribution of charity and charitable activities by CHESMA. This committee shall evaluate the various needs of the residents of the San Miguel de Allende area and make recommendations to the Board for the provision of funds or other services to provide for those needs.

This committee shall also be responsible for Bikkur Cholim, or visiting the sick. This service shall be provided to members and friends of CHESMA who are bed-ridden or hospitalized locally or are otherwise in need of Bikkur Cholim .

 

ARTICLE VIII: FISCAL YEAR AND OTHER DATES

The fiscal year of the Community is January 1st to December 31st of each calendar year. An annual budget shall be adopted by November 1st of each calendar year. The annual meeting to elect new Officers shall be no later than September 1st of each calendar year. The Board of Directors and its officers serve a one (1) year term from the time of the annual meeting until the time of the next annual meeting.

 

ARTICLE IX: AMENDMENTS                                      

Amendments to these Bylaws shall be initiated by the Board of Directors or by at least 20 percent of the Members of the Community. The amendments shall be presented in writing to the Secretary of the Community. Such amendments shall be acted on at any regular meeting of the Community or at any special meeting called for that purpose. Copies of the proposed amendment(s) shall be sent by mail or verifiable electronic means to each Member along with the notice of the meeting at least thirty (30) days prior thereto. An affirmative vote of two-thirds of the Members present and voting, or voting by proxy, shall be necessary to adopt any amendment. Amendments to these Bylaws may also be made by an email procedure established by the Executive Committee and approved by the Board.

 

ARTICLE X: PARLIAMENTARY AUTHORITY

Meetings of the Community, Board and Committees shall be governed by Robert’s Rules of Order, latest revised edition, except where these Bylaws indicate otherwise. Notwithstanding the foregoing, no action of the Community, Board or a Committee shall be declared invalid or illegal so long as a good faith effort to follow said Rules has been made and fundamental due process procedures have been applied.

 

ARTICLE XI: PROHIBITED ACTIVITIES

Section One - Members not to Profit

No Member of the Community shall receive any of the earnings or pecuniary profit from the operations of the Community. This shall not prevent the payment to any such person of reasonable compensation for services rendered or the reasonable fair market value of goods sold to or for the Community in carrying out any of its purposes.

Section Two - Mexican Law

Notwithstanding any other provision of these Bylaws, no Officer, Director, Clergy, Member, professional staff member or other employee or representative of the Community shall take any action or carry on any activity by or on behalf of the Community not permitted to be taken or carried on by Mexican Law

Section Three - Limitation on Indebtedness

The Board may not, without the approval of a majority of the members in good standing, incur any single expense exceeding 25 percent of CHESMA’s total funds.

 

ARTICLE XII: INDEMNIFICATION

To the fullest extent permissible under Mexican Law, all Officers, Directors and Members of CHESMA shall be indemnified for any claims or damages resulting from their involvement with CHESMA, including their attorney fees.

 

 

ARTICLE XIII: DISSOLUTION OR MERGER

In the event of the dissolution or merger of the Community, no Officer, Director, Clergy, Member, professional staff member, employee, agent, or representative of the Community shall be entitled to any distribution or division of its remaining property, assets, or proceeds. The balance of all money and other assets or property owned, held, or received by the Community from any source, after the payment of all debts and obligations of the Community, shall be used exclusively for exempt purposes within the intention and purpose of Mexican Law as it now exists or may be amended from time to time. Any such use or distribution of the money or property of the Community shall, to the extent possible, be in accord with the Community’s purpose as set forth above, and to the extent possible, shall promote similar or related purposes.

 

 

ARTICLE XIV: WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any Officer, Director or member of the Community under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or Mexican Law, a waiver of such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.