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The United Synagogue of Conservative Judaism Bylaws

Adopted Biennial Convention, November 1971;
Amended Biennial Convention, November 1977;
Amended Biennial Convention, November 1985;
Amended Biennial Convention, November 1991;
Amended Biennial Convention, November 1993;
Amended Biennial Convention, November 1999;
Amended Biennial Convention, November 2003;
Amended Board of Directors, May 22, 2005

Article 1 - Name, Purpose and Status

  1. NAME. THE UNITED SYNAGOGUE OF CONSERVATIVE JUDAISM is the association of Conservative Jewish congregations, operating as the congregational arm of the Conservative Movement, in North America ("the United Synagogue").

  2. PURPOSE. It shall be the aim and purpose of the United Synagogue:

    1. To engage in such exclusively religious, educational and charitable activities of any kind or nature whatsoever as will permit qualification for exemption from taxation under Section 501(a), as an organization described under Section 501(c), of the Internal Revenue Code of 1986, as amended, or any successor, similar statutes.

    2. While not endorsing the innovations introduced by any of the Constituent Arms of the Conservative Movement, to embrace all elements essentially loyal to traditional Judaism, with its objectives being to:

      1. advance the cause of Judaism to assure Jewish continuity;
      2. maintain Jewish tradition in its historic context;
      3. assert and establish loyalty to Torah and its historical exposition;
      4. further the observance of the Sabbath and of the dietary laws;
      5. preserve in the service the reference to Israel's past and its future;
      6. maintain the traditional character of the liturgy, with Hebrew as the language of prayer;
      7. foster the home as expressed in traditional observances;
      8. encourage the establishment of Jewish religious schools, in the curricula of which the study of the Hebrew language and literature shall be given a prominent place, both as the key to the true understanding of Judaism and as a bond holding together the scattered communities of Israel throughout the world; and
      9. stimulate congregations and its members to involve themselves in matters of social justice, public policy and other social concerns as a reflection of the will of God.

    3. To pursue and make available to its members, associate members and the members of all Affiliates and Associates of the Conservative Movement, such incidental benefits as, but without limitation to, life, health, disability, property and casualty insurance, acting as an authorized insurance broker/agent when applicable, and such other incidental benefits in the furtherance of its purposes and objectives.

  3. STATUS.

    1. This organization is the successor to an unincorporated federation founded by Solomon Schechter on February 23, 1913, as the UNITED SYNAGOGUE OF AMERICA, and was incorporated under that name by special act (Chapter 268) of the New York Legislature on April 24, 1916, to promote traditional Judaism. The following persons, and their associates and successors, were "constituted a body corporate in perpetuity": Herman H. Abramowitz, Cyrus Adler, Louis Ginzberg, Meyer Goodfriend, Julius H. Greenstone, A. M. Hershman, Charles 1. Hoffman, M. M. Kaplan, C. H. Kauvar, Max D. Klein, Jacob Kohn, Samuel C. Lamport, William Levy, Alexander Marx, Nathan Pinansky, Herman H. Rubenovitz, Michael Salit, Solomon Solis Cohen, Elias L. Solomon, and Samuel Wacht, and were granted all powers conferred upon nonstock corporations under the general corporation law and (the then) membership corporations law. Our name was changed to THE UNITED SYNAGOGUE OF CONSERVATIVE JUDAISM by Chapter 578 of the Laws of New York on July 24, 1992.

    2. The earnings and assets of the United Synagogue shall be irrevocably dedicated for religious, educational and other charitable purposes, and no part thereof shall enure to the benefit of any private person, except only for payment of reasonable compensation for services rendered and other payments in furtherance of its purpose.

    3. No substantial part of the activities of the United Synagogue shall be the carrying on of propaganda or otherwise attempting to influence legislation, nor intervene in any political campaign involving a candidate for public office.

    4. Upon liquidation or dissolution, or other cessation of operations, none of its assets shall inure to the benefit of any private person, but only to another organization duly organized and qualified as tax exempt under Section 501(a) of the Internal Revenue Code of 1986, as amended, or any successor, similar statutes.

Article 2 - Affiliates and Associates

  1. AFFILIATES. Jewish congregations whose purposes and objectives are consonant with the purpose of the United Synagogue may become Affiliates upon proper application and acceptance by vote of the Board of Directors of the United Synagogue.

  2. ASSOCIATES. Since we serve our Affiliates and the Conservative Movement in association with the following other independent, nonprofit constituent arms, we recognize, by such reference in these Bylaws that we are all "Associates":

    1. The Jewish Theological Seminary of America (JTS);
    2. The Rabbinical Assembly (RA);
    3. Cantors Assembly (CA);
    4. Women's League for Conservative Judaism (WLCJ);
    5. Federation of Jewish Men's Clubs (FJMC);
    6. Jewish Educators Assembly (JEA);
    7. Jewish Youth Directors Association (JYDA);
    8. North American Association of Synagogue Executives (NAASE);
    9. United Synagogue Youth (USY);
    10. Ziegler School of Rabbinic Studies (ZSRS); and
    11. Such other nonprofit organizations comprised of synagogue oriented men, women or youth, whose purpose and objectives are consonant with the purpose of the United Synagogue, as may be approved by vote of the Board of Directors.

Article 3 - Membership and Qualifications

  1. Those persons selected and designated by Affiliates and Associates to represent their respective organizations as delegates to the Biennial Convention of the United Synagogue shall constitute and are the members of the United Synagogue. In the absence of any delegate, such person present at the Convention as an authorized alternate shall be a member instead of the designated delegate. A member shall continue in that capacity until (a) the designation is revoked by that organization, or (b) that organization designates new delegates to a subsequent convention.

  2. All other persons who are members of Affiliates are associate members, and they shall have only such rights as are expressly conferred upon them by the Board of Directors.

  3. QUALIFICATIONS. Only members of Affiliates in good standing, and of Associates, shall qualify for representation or any other official participation in the proceedings, government or other affairs of the United Synagogue.

    1. An Affiliate is in good standing if it is not in arrears in its dues commitment (including Regional dues and assessments), as determined by the Financial Secretary, who shall also determine the number of members on which the annual dues are based, for the fiscal year ended June 30th next preceding the Convention, or is not under suspension or disciplinary sanction.

    2. No person shall qualify for membership or shall hold any official position, other than an honorary position, or shall be entitled to vote or otherwise act in an official capacity under these Bylaws, unless that person is a member in good standing of an Affiliate in good standing or of an Associate.

Article 4 - International Governance

  1. BOARD OF DIRECTORS. The day-to-day business and affairs of the United Synagogue shall be vested in a Board of Directors ("Board") comprised as follows:

    1. Not more than Two Hundred (200) voting members, who are:

      1. The Members of the Executive Committee (see Section 4.2);
      2. The Immediate Past Presidents and Presidents-Elect of the Regions during their terms of office;
      3. The Chairs of all Standing Committees and Commissions;
      4. Fifteen (15) Current Synagogue Presidents or 15 individuals who have been synagogue presidents within the last six years;
      5. Up to ten (10) Directors-at-Large who are individuals of prominence in the Conservative Movement;
      6. One (1) Representative from each of the constituent arms of the Conservative Movement selected by their respective organizations;
      7. Six (6) Directors At-Large appointed by the President, subject to the approval of the Board; and
      8. Seventy-two (72) Directors-At-Large nominated by the Nominating Committee.

      Current honorary members of the Board at the time of reorganization shall become members of the United Synagogue Board of Trustees (see Section 4.4).

    2. The members of the Board shall be elected or appointed at the Biennial Convention to serve for the term of office specified in Section 8.3. The Board shall meet at least twice a year.

    3. In nominating the Board members specified in Section 4.1.1d, the Nominating Committee shall nominate one (1) Board member from each Region of the United Synagogue.

    4. All members of the Board who are not Officers of the United Synagogue shall be expected to serve on a Committee or Commission, and all members of the Board shall be expected to make an appropriate annual financial contribution to the United Synagogue.

  2. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the members of the Cabinet (see Section 4.3) and the then-current Regional Presidents. The Executive Committee shall meet at least four (4) times per year, including a multi-day retreat, at the call of the President.

  3. CABINET. The International Officers of the United Synagogue comprise a Cabinet whose members are elected by the Biennial Convention or, as specified in Section 4.3.2, are appointed by the President. In addition, the Immediate Past President of the United Synagogue shall be designated "Honorary President" and shall automatically be a member of the Cabinet, and all other Past Presidents of the United Synagogue and the Chair of the Council of Regional Presidents shall also serve as members of the Cabinet. The Executive Vice President of the United Synagogue shall be an ex officio member of the Cabinet.

    1. The members of the Cabinet elected at the Biennial Convention every two (2) years are: the President; a Treasurer; a Secretary; and a Financial Secretary.

    2. The members of the Cabinet appointed by the President are: one (1) Vice-President, Priorities and Planning Group; one (1) Vice-President, Development Group; one (1) Vice-President, Community Relations Group; one (1) Vice-President, Synagogue Services Group; one (1) Vice- President, Youth Services and Education Group; one (1) Vice-President, Israel; the Chair of the Budget Committee; the Chair of the Personnel Committee; the Chair of the Legal Affairs Committee; and three (3) At-Large members.

    3. The Cabinet supersedes the former Steering Committee and is an advisory body. It shall meet on a regular schedule to be established by the President.

  4. BOARD OF TRUSTEES. There shall be a Board of Trustees. The purpose of the Board of Trustees is to recognize individuals who have made outstanding financial and other contributions to the United Synagogue. It should be a group with significant prestige. While no size limit is placed on its membership, the Board of Trustees should grow slowly to insure that high standards of appointment are maintained.

    1. Past Presidents of the United Synagogue shall be automatic members of the Board of Trustees. Members of the Board of Directors who complete their term of service with unusual distinction should be elected to the Board of Trustees.

    2. Nominees to the Board of Trustees shall be recommended by the Nominating Committee with the advice and consent of the President, and approved by the Board of Trustees itself. The Board of Trustees shall convene once a year to elect and induct new members, to hear a lecture from an important scholar, and to carry out any additional duties assigned to it by the International President or the Board of Directors from time to time.

Article 5 - Committees and Commissions

  1. The President, upon election, shall appoint members to the following Standing Committees and Commissions, and to such additional committees and commissions established from time to time, and shall designate the Chair of each, subject to the approval of the Board of Directors, provided that the Chair of the Audit Committee shall be selected by the members of the Audit Committee:

    • Audit Committee
    • Budget Committee
    • Building Committee
    • Communications and Marketing Committee
    • Congregational Standards Committee
    • Convention Committee
    • Development Committee
    • Finance Committee
    • HAZAK Committee
    • Commission for Increasing Halacha
    • Israel Commission
    • Commission on Jewish Education
    • KOACH/College Committee
    • Legal Affairs Committee
    • Long Range Planning Committee
    • Membership Committee
    • Personnel Committee
    • Joint Commission on Placement
    • Priorities Committee
    • Project Reconnect Committee
    • Public Affairs & Public Policy/Social Action Committee
    • Synagogue Services Committee
    • Youth Commission

    Members of Standing Committees and Commissions and non-standing committees and commissions need not be members of the Board of Directors.

  2. There shall be a special committee for Regional affairs known as the Council of Regional Presidents. The principal function of the Council is to provide a forum and a vehicle for the Regions to assist each other and their member Synagogues financially and otherwise in fulfilling their missions. The Council shall consist of the sitting President, the immediate Past President and the confirmed incoming President, if any, from each Region, and the immediate Past Chair of the Council. The Chair shall be elected for a single term of two (2) years from among the Regional Presidents and immediate past Regional Presidents, at the Council's business meeting at such time and place as determined by the Council.

  3. Each Committee and Commission shall perform the usual functions incident to its designated name, or which may be conferred upon it by the Board of Directors, which shall have the right and power to fix and limit its powers and duties.

Article 6 - Powers and Duties

  1. CONVENTION. The members in Convention assembled shall have supreme authority over the affairs of the United Synagogue and may take such action not inconsistent with these Bylaws, or not contrary to law, as they may deem appropriate. They shall elect Officers and Directors at the Biennial Convention, and shall consider all other matters placed on the agenda of the Convention. They shall establish policy and guidelines from time to time for the conduct of the affairs of the United Synagogue.

  2. BOARD OF DIRECTORS. The Board shall implement the policy decisions of the Convention and shall otherwise carry out the purpose and objectives of the United Synagogue. Subject to the supervening authority of the Convention, and in addition to authority otherwise delegated to it, the Board shall have the power and duty to:

    1. Create and organize Regions geographically aligned, to which all Affiliates shall be assigned, and to regulate the operations of such Regions, including the approval of Regional Bylaws and the fixing of dues and assessments;

    2. Admit or reject, discipline, suspend or expel Affiliates;

    3. Establish and discontinue additional committees, commissions and subordinate groups, and designate their powers and duties;

    4. Suspend, discipline or remove, for cause, any officer or member of the Board, or without cause, any member of any subordinate group, commission or committee established, appointed or confirmed by the Board;

    5. Determine when a vacancy occurs and fill such vacancy in the Officers and Board of Directors;

    6. Fix and determine the date, time, place, duration and agenda of all conventions;

    7. Establish and adopt policies not in conflict with those adopted by the Convention;

    8. Engage, regulate and terminate the services of executive and administrative personnel of the United Synagogue, which functions may be delegated, in whole or in part, by the Board of Directors to the Personnel Committee, except as to the Executive Vice President, who shall be engaged, retained or terminated only by the Board of Directors; and

    9. Appoint a Parliamentarian, who shall interpret the Bylaws and all rules and procedures at the Convention and meetings of the Board of Directors and shall advise the President concerning such matters.

  3. EXECUTIVE COMMITTEE. The Executive Committee shall have such powers and duties (other than those specifically enumerated in Section 2 of this Article) as may be delegated to it by the Board from time to time, so long as those powers and duties are not required by law or by these Bylaws to be exercised exclusively by the Board. In addition, the Executive Committee may, in the absence of other direction from the Board, assign specific duties to the Officers from time to time. The Executive Committee's report shall be a part of the agenda at each meeting of the Board.

  4. OFFICERS. The day-to-day business and affairs of the United Synagogue, including such powers and duties as are usually assigned to the respective Officers, and which are not specifically reserved herein to, or otherwise preempted by, the Board or the Convention, shall be vested in the Officers.

    1. The respective Officers shall have such further and additional duties as may be delegated to them from time to time by the Convention, the Board or the Executive Committee. Every Vice President shall be assigned to an active participating role on one or more working committees or commissions of the United Synagogue.

    2. The President shall preside at all meetings of the Board, Executive Committee, Cabinet, and Board of Trustees.

    3. The President may designate one of the Vice Presidents to act as President in the event of his/her disability or absence.

Article 7 - Meetings

  1. CONVENTION. The International Convention shall be convened and held during the fall-winter season of each second year, on a date determined by the Board. Notice of the date of the Convention shall be given not later than February 1 of the year in which the Convention will be held.

  2. BOARD OF DIRECTORS. The Board shall hold its meetings at such times and places as the President or the Board shall designate from time to time, provided that a meeting shall be held at least twice during each calendar year. Special Board meetings shall be held at the direction of the President or upon the written request of twenty-five (25) members of the Board. The Board may meet and vote face-to- face or via electronic communications (including telephone, teleconferencing, facsimile transmission, and e-mail). Notice of each meeting shall be given at least fourteen (14) days before the date set for such meeting, but if the President declares that an expedited or emergency meeting is needed, the amount of advance notice may be reduced or eliminated. When a special, expedited, or emergency meeting is held, its agenda shall be limited to the purpose(s) for which the meeting was called. The quorum for all Board meetings shall be twenty-five (25) members (see Section 9.1).

  3. EXECUTIVE COMMITTEE. The Executive Committee shall hold its meetings at such times and places as the President shall designate, provided that a meeting shall be held at least four (4) times per year. The quorum for an Executive Committee meeting shall be fifteen (15) members. See Section 9.1. The Executive Committee may meet and vote face-to-face or via electronic communications (including telephone, teleconferencing, facsimile transmissions, and e-mail). Notice of each meeting shall be given at least fourteen (14) days before the date set for such meeting, but, if the President declares that an expedited or emergency meeting is needed, the amount of advance notice may be reduced or eliminated. When an expedited or emergency meeting is held, its agenda shall be limited to the purpose( s) for which the meeting was called.

  4. NOTICES. Notices of all Board and Executive Committee meetings shall be in writing (including use of electronic communications) and shall be sent to all members of the Board or Executive Committee. Notices of the International Convention shall also be sent to each member Synagogue of the United Synagogue. Notices of all meetings shall set forth the purpose or purposes for which such meeting has been called and the time, date, and place of the meeting.

Article 8 - Elections

  1. The Nominating Committee shall consist of the Immediate Past President of the United Synagogue as the Chair, nine (9) members of the Board of Directors appointed by the International President of the United Synagogue, all other Past Presidents of the United Synagogue, and all Regional Presidents. The President of any Region, with the approval of the Board of Directors of the United Synagogue, may designate another person within such Region to serve in his/her place. The members of the Nominating Committee shall serve two-year terms.

    1. The Nominating Committee shall prepare a single complete slate of proposed elected Officers, members of the Board of Directors, and members of the Board of Trustees, and shall present its written report of the slate, together with all other persons who will serve by virtue of their office or other designation, to each member of the Board of Directors and to each Affiliate of the United Synagogue, not less than sixty (60) days before the Biennial Convention. All elections of Officers and members of the Board of Directors shall occur at the Convention, unless a vacancy occurs during the year, in which case the Board shall fill the vacancy in accordance with Section 6.2.5. A complete report shall be included in the Convention kit distributed to each delegate at the time of registration at the Convention.

    2. Additional nominations may be made only by written petition in the following manner:

      1. Nominations for elected Officers, members of the Board of Directors, and members of the Board of Trustees shall be by written petition signed by at least two (2) members in good standing from each of not less than five (5) Affiliates in good standing, representing at least five (5) different Regions.

      2. All nominations by petition shall be submitted to the Nominating Committee at least thirty (30) days prior to the Convention, provided that in each case, the consent of any such nominee shall first have been obtained in writing and attached to the petition.

    3. If nominations by petition are submitted to the Chair of the Nominating Committee in the manner provided herein, the Nominating Committee shall submit a revised report, setting forth the additional nominations, to all persons entitled .to receive a copy of that Committee's report, not less than fifteen (15) days before the commencement of the Convention.

  2. The election shall be held during the Biennial Convention at the time designated by the Convention Committee and approved by the Board of Directors. The period between Biennial Conventions is the term of office. All contested elections shall be by secret ballot. A majority vote of accredited delegates, or their alternates, present and voting, shall constitute election.

    1. In the event of multiple candidacies, each voter shall rank the candidates in order of preference. If no candidate obtains a majority of the first-place votes, the candidate receiving the fewest first-place votes (or, in the event of a tie, the candidate with the least overall support as determined by the election tellers) shall be eliminated and the votes for that candidate shall be re-allocated to the next choice on each ballot. The process shall be repeated until one (1) candidate has obtained a majority vote.

    2. Where no additional nominations are presented, the slate presented by the Nominating Committee shall be the electoral ballot.

  3. Each person elected shall take office immediately following announcement of the results of the election, and shall serve for the following term of office, or until his/her successor has been elected or otherwise qualified, unless the term of such person has been sooner terminated by resignation, removal from office or death:

    1. The International President, Treasurer, Secretary, and Financial Secretary shall serve an initial term of two (2) years and may be reelected for a second term of two (2) years.

    2. The appointed members of the Cabinet shall serve renewable terms of two (2) years.

    3. Members of the Board of Directors other than those specified in Sections 8.3.1 and 8.3.2 shall be elected for renewable terms of two (2) years, with a maximum term of service for a Board member being six (6) two-year terms, or 12 years during his/her lifetime, in addition to years served as an Officer, Cabinet member, Committee Chair, or Chair or member of the Council of Regional Presidents. However, to permit one-half of the “Current Synagogue Presidents” and one-half of the Directors-at-Large to be elected every two years, at the time of reorganization the Nominating Committee shall designate one-half of its nominated Directors for a term of two (2) years and one-half for a term of one (1) year. Thereafter, the Nominating Committee shall only nominate Directors for two-year terms.

Article 9 - Quorum

  1. Quorums for the transaction of the business of the United Synagogue shall be as follows:

    1. Convention: One hundred (100) accredited delegates (members of the United Synagogue), or ten percent (10%) of the total number of such delegates, whichever is less, representing at least eight (8) Regions.

    2. Board of Directors: Twenty five (25) directors.

    3. Executive Committee: Fifteen (15) Committee members.

  2. Any number less than a quorum may adjourn any meeting to a time certain, and from time to time, without notice other than announcement of such time and place. Any business may be transacted at such adjourned meeting which might have been transacted at the original meeting but for lack of a quorum.

Article 10 - Voting

  1. The names of Affiliates in good standing and the number of its members upon which the annual dues are based, shall be certified by the Financial Secretary to the annual June meeting of the Board, and shall constitute the basis for representation under these Bylaws, unless otherwise determined by the Board of Directors.

  2. Unless otherwise expressly provided in these Bylaws, all motions, resolutions and other orders of business shall be determined by a majority of the authorized votes cast.

  3. Each authorized voting member shall be entitled to cast one vote. All voting shall be in person only and not by proxy, except as otherwise provided in Article VII or required by the Not For Profit Corporation Law of the State of New York.

  4. Except as otherwise provided in Articles VII and VIII, all voting, except for election of Officers and the Board of Directors, shall be by voice or show of hands, unless a closed ballot is requested by two thirds (2/3rds) of the number present and voting.

Article 11 - Dues

  1. Annual dues other than Regional dues and assessments shall be determined, fixed and allocated by the Board of Directors, provided that the Board shall first seek the advice of the Convention before making any changes.

  2. All dues shallbe due and payable in advance on July 1st of each year.

Article 12 - Rules of Order and Procedure

  1. The Board of Directors may establish such rules of order and procedure not inconsistent with these Bylaws, as they may deem appropriate in the transaction of all business of the United Synagogue. Such rules shall be adopted on approval by two thirds (2/3rds) of the votes cast.

  2. In the absence of rules of order and procedure adopted by the Board, Robert's Rules of Order, Latest Revised Edition, shall govern; provided, however, that at the commencement of the plenary sessions at any Biennial Convention, the delegates present may adopt special rules for the conduct of business at that Convention on approval by two thirds (2/3rds) of the votes cast.

Article 13 - Adoption and Amendments

  1. Nothing herein contained shall invalidate any actions or proceedings undertaken pursuant to the Bylaws in effect prior to the adoption of any amendments hereof. Affiliations, membership and terms of office existing at the time of such adoption shall continue to the end of their term.

  2. These Bylaws may be amended at any Biennial Convention or at any two (2) consecutive meetings of the Board of Directors by two-thirds (2/3rds) of the votes cast, provided a quorum is present.

  3. For consideration at a Biennial Convention, an amendment may be initiated only by:

    1. A proposed amendment approved by majority vote of the Board of Directors present at a duly called Board meeting, provided that such proposal was incorporated in the notice for that meeting; or

    2. A petition signed by at least two (2) members in good standing from an Affiliate in good standing in each of at least five (5) Regions, and submitted to the Board of Directors at least ninety (90) days prior to the Biennial Convention.

    3. In either event, the Board of Directors shall transmit the proposed amendment to its Affiliates and Associates at least thirty (30) days prior to the date appointed for the convening of the International Biennial Convention, and shall present such proposed amendments to the Convention with its views thereon.

  4. To amend these Bylaws at meetings of the Board of Directors, the following procedure shall be followed:

    1. The text of a proposed amendment must be considered at two (2) consecutive regular meetings of the Board of Directors, provided that such proposal was incorporated in the notice for each meeting. This procedure may not be used to modify the power and duties of the Board of Directors or Officers specified in Sections 6.2 and 6.4 of these Bylaws.

    2. A proposed amendment may be amended during discussion at the Board meetings, provided that any changes remain within the general scope of the original proposal.

    3. Any proposed amendment must be approved by two-thirds (2/3rds) of the votes cast at two (2) consecutive Board of Directors meetings, provided a quorum is present.

    4. Amendments may be proposed to the Board of Directors by members of the Board or by a petition signed by at least two (2) members in good standing from an Affiliate in good standing in each of at least five (5) Regions. In all cases, a proposed amendment must be submitted to the Central Office in sufficient time for distribution to the Board of Directors so that notice can be given at least fourteen (14) days prior to each Board of Directors meeting, in accordance with Article 7 of these Bylaws.

  5. The Bylaws Committee is authorized to make technical changes in the Bylaws, such as grammar, subdividing, punctuation and renumbering, as appropriate for clarification, without making any substantive changes.
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