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Bylaws Amendment Q&A

These are questions fielded by the new proposed bylaw amendment which you can read in full here. For further questions, please contact Kehilla board member Catherine Lyons at

Question: Who gets to vote? Is it one vote per family, or one vote per Kehilla member?

Answer: Every member in a household has a vote. “Each individual member and each specified farnily/household member of the age of thirteen shall exercise one vote and shall have equal voting and other membership rights.”

Question: If this is approved, does that mean there is immediately a bunch of vacancies that the Board will then work to fill? 

Answer: The board would like to fill a few vacancies. We currently have 9 people serving; 1 person is leaving in January. Under the current by-laws the board can fill that seat. If this amendment passes the board would be required to fill 2 seats to bring it to the minimum of 10 members. Another 3 members will be leaving at the end of this term. The board would like to bring on an additional 1-2 people; this would assure that there would be a solid group of board members with experience prior to bringing on new members in July, following the community vote.

Question: Presuming this passes, which method will be used to bring on the 5 new Trustees? Will the positions be considered vacancies, whereby trustees nominate and approve them for a 2-yr term or will they be considered new and therefore be elected through the community election process? 

Answer: If the board brings someone on mid-term to fill a vacancy that person would serve the balance of a 2 year term. At that point, should they choose to continue on the board, they must present themselves to the community. All board members are required to present themselves to the every 2 years to be voted on by the community. The board votes on filling seats during a term. At the balance of that 2 year term that individual will need to be voted on by the community.

Question: As stated, the revised plan could result in the following situation. When board member A leaves for some reason a year before the end of their term, a new one, B will be appointed by the board of trustees. B may run for election three more times, and win, but will then have to leave after the first year of that third elected term, and a new person C will be appointed, who may do the same thing, perpetuating the off cycle appointments for that slot. In the meantime, another member D may leave mid term, starting another potentially perpetual cycle of midterm replacement appointments. Eventually, if this happens often enough, the board would be self perpetuating, with no input from the congregation. I think the bylaw amendment should say more explicitly that a board member may not run for re-election for a term that if completed, would cause their service to exceed 6 years, rather than just “No Board member shall serve more than six (6) consecutive years”.

Answer: Any member brought on by the board mid-cycle would serve less than 6 years. They would finish out the balance of a 2 year cycle, then would be eligible to present themselves 2 more times. “…such appointment(s) shall be for the remaining period of a two-year term, to achieve at least the minimum number of Trustees. At the end of that period, any such appointee(s) may be nominated for an additional two-year term, to be considered for election to the Board at or before the next annual community meeting. It still holds true that no Board member shall serve more than six (6) consecutive years.”

QUESTION:  What makes it essential for the board to have 10 people all the time?  If two dropped out, say after a year, why wouldn’t 8 be enough until the next election?  Is it diversity?  large number of tasks needing to be done?  I can understand filling in if the number gets really low, but what makes it essential if it goes from 10 to 8?
ANSWER:  Why 10? Yes, the board can, and has, functioned with a smaller number. But our experience is that in order to spread the workload we need a minimum of 10. We want a diverse group including people who are working full time, who have kids. If the workload is onerous it will discourage such people from joining.
QUESTION:  Why not have an appointed person be limited to one half and 2 full terms? That would avoid another mid-term appointment, and self-perpetuating appointments?
ANSWER:  We very much want to get away from having mid-term appointments. The notion of a self-perpetuating board goes against our values. This has been a rare occurrence in the past. To be fully transparent – we had a couple people leave in the last few years and did not fill their slots thus we are at a n
QUESTION:  The requirements –or expectations, (especially around financial contributions) would discourage low income people from being on the board.  I think it should be a priority to have representation on the board of low income people, because of what they can contribute (not money).
ANSWER:  We have had people representing a spectrum of economic abilities on the board. There is no requirement of a specific financial commitment. The request is that Kehilla be in the top 3 places one contributes.
QUESTION:  I have the same thought about older people.  Does Kehilla attempt to have old people represented on the Board (even though they may be less dynamic workers in some ways)?  (Maybe that happens automatically, and is not an issue.)
ANSWER:  Your question about older people on the board speaks more broadly to the issue of community representation. (Not sure what you mean by older – but several are post medicare age!) And this question also speaks to the reason to not have a self-perpetuating board. I would say the board, at present, is not as diverse as the community. Through articles in the weekly and other forms of outreach we are striving to bring more people into dialogue around leadership in general.
ANSWER:  When there are issues like Board elections and appointments, or other issues that members may have opinions, concerns, points of view about, does Kehilla have any kind of discussion forum?  Though I’ve been a member for a very long time, I’m not aware of any (and never thought to ask).
If not, what do you think about that?
ANSWER:  Your question about discussion forums is a great one! The board has put articles in the weekly and has been encouraging people to come to board meetings. We have our yearly community meeting, and Michael did lead a couple (one or two) community meetings in addition in the last 6 months. The leadership, clergy, and board are all eager to find ways to bring as broad a swath of the community into conversation and to give input around issues. Much of this does happen through posts in the weekly newsletter. Our ability to hold more frequent forums is hampered in part by the small staff. That said, it is good to be mindful of ways we can be sure we all are listening to everyone’s thoughts and concerns.

I voted (yes) on this measure because I think it makes good sense from an operational standpoint. However, I would have been far more comfortable had the proposed amendment not contained the language “It still holds true.” This belongs in an explanation about the proposal, but I think it is problematic language within the by-laws themselves. There is no context for this statement, and it is only meaningful to those who know what the term requirements are today.
To put it another way, imagine if every time the bylaws were changed, that change referenced whatever practice will be changed by the by-laws. If that were the case, the change proposed for the first sentence would read something like: “The authorized number of Trustees of this Corporation shall now be a minimum of ten, not a minimum of five as it was previously.” I don’t think this adds clarity. It is muddy at best, and invites questions as to why this change was made – even 40 years from now, when nobody will remember.
By-laws are intended to guide and define the operation of an organization. They are not intended to be recitations of history. I hope that the next time we are presented with a proposed amendment, the proposal will include removing this confusing and extraneous language.

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