Temple Sinai Mens Club Bylaws

Article I: Name This organization shall be known as: Temple Sinai Mens Club (hereinafter referred to as the Mens Club), located in Las Vegas, Clark County, Nevada. Article II: Purpose The purpose of the Men Club is to promote the fundamental and enduring principles of Judaism, To promote Jewish based fellowship through religious, cultural, social, recreational and educational activities; and to support and promote the activities and needs of Temple Sinai. Subject to any restrictions in the Articles of Incorporation and Bylaws of Temple Sinai, the Men Club may engage in any lawful activity consistent with the tax exempt status of Temple Sinai. Article III: Membership Section 1. Membership is open to any male member of Temple Sinai who is eighteen (18) years of age or older. Each member shall be entitled to one (1) vote, so long as that member in good standing. Good standing shall mean that all financial obligations to Temple Sinai and the Mens Club are current. Section 2. Associate Member. Any male who is eighteen (18) years of age or older who is not a member in good standing of Temple Sinai who wishes to associate with the Mens Club may join the Mens Club upon the payment of the appropriate dues for a period not to exceed one (1) year. Associate Members shall not have the right to vote at Mens Club meetings. Section 3. Officers and Directors. All Officers and Directors of the Mens Club are required to be members in good standing of Temple Sinai. Section 4. Membership and Associate Membership entitles each individual the right to participate in the activities; religious, cultural, social or recreational that the Mens Club shall sponsor. Section 5. Non Temple Sinai Members have the same rights as do Temple Sinai Members except as defined in Sections 2 and 3 above. Section 6. The Board of Directors may establish and rescind, if necessary, various classifications of membership. Section 7. All members shall be responsible for financial support of the Mens Club. Dues, assessments, and other fees shall be determined by the Board of Directors. Section 8. The privileges of Members and Associate Members who have not met their financial obligations to the Mens Club shall be suspended upon a vote of the Board of Directors, after due written notice is provided of such pending action. This written notice will be provided at least twenty-one (21) calendar days prior to any final action of the Board of Directors. . Article IV: Meetings Section 1. The annual meeting of the Mens Club shall be held at least forty-five (45) calendar days prior to the commencement of the fiscal year. At this meeting, reports shall be submitted by the President, Treasurer, and such other Officers and committees as may be requested to do so by the Board of Directors. A budget for the coming fiscal year shall be presented and the Directors and Officers shall be elected at the annual meeting.

Every member in good standing of the Mens Club shall be notified by mail or electronic means at least thirty (30) calendar days prior to the holding of the annual meeting, of the date, time, and place of the meeting, the matters to be considered at the meeting, and the names of all nominees for the Board of Directors and Officers. Section 2. Special meetings of the Mens Club may be called by the President or shall be called at the request of a majority of the Board of Directors or on written application of twenty-five percent (25%) 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 sent to the membership at least fifteen (15) calendar days prior to the time of such meeting. No business shall be transacted at such meeting except that specified in the notice. Section 3. The quorum for a Mens Club meeting shall be twenty-five percent (25%) of the members in good standing. Section 4. Only members who are present at a meeting will be entitled to vote. Proxy votes will not be accepted. Article V: Officers Section 1. The Officers of the Mens Club shall be: President, First Vice President, Second Vice President, Treasurer, Financial Secretary and Secretary. Officers are elected at the annual meeting of the Men Club for a term of two (2) years. No individual may serve as an Officer for more than two (2) consecutive terms in the same capacity, to be applied retroactively. No individual may be elected to or appointed to an office previously held by that individual without a two (2) year absence from the Board or said office. Officers shall assume their respective office on the first day of the fiscal year. Section 2. The duties of the President shall be to preside as Chair at all Mens Club and Board meetings and to appoint all committees. The President shall be an ex-officio member of all committees except the Nominating Committee. He shall call the annual meeting and special meetings, and perform such other duties as are incident to the office. The President shall appoint the chairpersons of all committees unless otherwise provided in these Bylaws. Section 3. The two Vice Presidents shall perform such duties as may be assigned to them by the President or the Board of Directors. The First Vice President shall automatically succeed to the office of the President in case of vacancy and shall act for the President in the case of absence or disability. Section 4. The Treasurer shall be the custodian of all funds of the Mens Club and shall be the disbursing agent of the Mens Club as authorized by the Board of Directors. The Treasurer shall present financial reports at all meetings of the Board of Directors and of the Mens Club. The Treasurer shall serve on the Budget and Finance Committees, and any other committees directly involving financial matters of the Mens Club. Section 5. The Financial Secretary will assist the Treasurer and will perform his duties in the event the Treasurer is absent or unable to perform them. The Financial Secretary shall serve on the Finance and Budget Committees. Section 6. The Secretary shall keep accurate and complete minutes of meetings of the Mens Club and the Board of Directors; send out notices of all meetings, maintain all official correspondence on behalf of the Board of Directors, and perform such other duties as are incident to the office according to any applicable law, or as duly specified by action of the Board of Directors. The Board of Directors may delegate some of these responsibilities to a Corresponding Secretary, but the Secretary shall be responsible for the performance of any delegated matters. Article VI: Board of Directors Section 1. The Board of Directors shall consist of the Officers of the Mens Club and, five (5) members elected by the Mens Club for a term of two (2) years. The past Presidents of the Mens Club shall serve on the Board of Directors with the right to vote. At the initial election of Directors three (3) Director shall be elected for a term of two (2) years and two Directors shall be elected for a term of one (1) year. Thereafter, Directors shall be elected as their terms expire.

Section 2. The Board of Directors shall have the general management of the affairs, funds and records of the Mens Club. It shall 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. Section 3. The Board of Directors shall fill any vacant office or any vacancy on the Board of Director with an eligible member for the duration of that positions term Section 4. The Board of Directors shall meet a minimum of ten (10) times per calendar year. In addition, the Board of Directors may meet at the call of the President, or by petition of a majority of the members of the Board. The meetings shall be governed by Roberts Rules of Order, unless otherwise specified in these Bylaws. The President may appoint a Parliamentarian to assist in interpreting such Rules. Section 5. A quorum shall consist of a majority of the members of the Board of Directors. A simple majority of those present and voting shall constitute the act of the Board. Section 6. The Board of Directors shall designate the depositories for deposit of the Congregations funds and shall also designate signatories on such accounts Article VII: Committees Section 1. Membership: The Membership Committee shall recruit new members for the Mens Club. Section 2. Budget and Finance: The Budget and Finance Committee shall make a detailed estimate of the income and operating expenses for the ensuing year, submit an annual budget for the ensuing year. This Committee shall be chaired by the Treasurer of the Mens Club assisted by the Financial Secretary and a third member chosen by the Treasurer. Section 3. Program. The Program Committee shall plan the activities of the Mens Club to include fund raising, religious, cultural, educational social and recreational events. The Program Chairman at his discretion may select and appoint other member(s) to assist him. Section 4. Nominating: The Nominating Committee shall recruit and nominate members to serve as Officers and members of the Board of Directors. The President shall appoint members of the Mens Club to serve as the Nominating Committee. It shall promote the development of future leaders of the Mens Club. Section 5. Such other Committees as are deemed necessary to accomplish the purposes and activities of this Mens Club may be created or dissolved from time to time by the Board of Directors. All committees shall be considered subcommittees of the Board of Directors, being empowered by the Board and being responsible thereto. Article VIII: Removal from Office Section 1. Any elected Director or Officer who fails to attend three consecutive meetings or four meetings in a fiscal year shall be relieved of his office by the President, and their position will be declared vacant; upon thirty (30) day notice to such Director or Officer. If within such thirty (30) day period an explanation is provided to the board and such explanation is accepted as being satisfactory by a majority of the board present and voting the Director or Officer will be allowed to continue his duties. Section 2. An Officer or Director may be removed from office for cause by a two-thirds vote of the Board of Directors at a special meeting of the Board called for the purpose of acting upon such removal. Notice must be served on the Officer or Director proceeded against, and an opportunity to be heard must be given by both the Board of Director and the individual Officer or Director. Article IX: Fiscal Year The Board of Directors shall establish the fiscal year of the Mens Club.

Article X: Amendments Amendments to the Bylaws shall be initiated by the Board of Directors. The amendments shall be presented in writing to the Secretary of the Mens Club. Such amendments shall be acted on at any regular or special meeting of the Mens Club called for that purpose. Copies of the proposed amendments shall be sent to each member along with the notice of the meeting at least thirty (30) calendar days prior thereto. An affirmative vote of twothirds (2/3) of the members present and voting shall be necessary to adopt any amendment. Those members abstaining will not be counted for purposes of the vote. Article XI: Parliamentary Authority The rules of procedure at all Mens Club, Board of Directors, and Committee meetings shall be determined by Roberts Rules of Order, latest revised edition, except where these Bylaws state otherwise or are superseded by Nevada statute. Ratification and Adoption These Bylaws have been ratified and adopted by the members of Temple Sinai Mens Club on the ____ day of ____________________, 2012.

_____________________________________ Temple Sinai Mens Club President

Date: ______________________________