By-Laws of Jewish Community Day School
of Rhode Island

ARTICLE I

NAME

The name of the institution shall be the JEWISH COMMUNITY DAY SCHOOL OF RHODE ISLAND, a Rhode Island non-profit corporation, hereinafter referred to as the “School”.

ARTICLE II

MISSION

Section 1.

The Jewish Community Day School of Rhode Island educates students in the millennia of Jewish tradition, knowledge and values and provides comprehensive general education skills and tools. We are committed to building a vibrant Jewish future by creating an inseparable bond with the past and engaging fully with the modern world.

Drawing from a diversity of backgrounds and observances of Judaism, the School is committed to the principal of Klal Yisrael—the community of all Jews. The School emphasizes mutual respect for deeply held differing beliefs and worldviews. The School is also devoted to equal participation of boys and girls in all aspects of the School’s intellectual and communal life.

We aim to speak a shared language of core Jewish values and commitments, acknowledging that we strive to live in the presence of God, and to express those core values through Torah and mitzvot, learning and doing.

The School focuses on academic excellence in both general and Judaic studies, encouraging creativity and critical thinking in an atmosphere of Jewish ethics and morality. Our curriculum weaves together ancient and modern texts, Jewish and general studies together into an integrated whole.

We are committed to the intellectual, physical, moral, emotional, and spiritual health and growth of our students. We help students develop a strong Jewish identity in order to fulfill their diverse potential.

Section 2.

To implement the above mission, the School shall have the power to purchase, lease and otherwise acquire, maintain, control, operate, sell and otherwise alienate or dispose of any real or personal property for any use in connection with or in furtherance of the above-stated purpose(s) and to borrow money and from time to time make, accept, endorse and issue bonds, promissory notes, bills of exchange and other obligations for monies borrowed, and to secure the payment of any such obligation by mortgage, pledge, deed, indenture agreement or other instrument of trust or by other lien upon assignment of, or agreement in regard to, all or any part of the property rights or privileges of the School wherever situated, and any other power consistent herewith or for any other lawful purpose.

ARTICLE III

MEMBERSHIP

Section 1. QUALIFICATIONS.

The Membership of the School shall consist of the following (hereinafter the “Members”):

a. PARENT(S)/ LAWFUL GUARDIAN(S). Parent(s)/ lawful guardian(s) of any child currently enrolled in the School. Each parent/lawful guardian shall be limited to one vote regardless of the number of children enrolled in the School.

b. TRUSTEES. Any member of the Board of Trustees of the School while in office.

c. PROFESSIONAL RABBIS AND CANTORS. Any professional serving as a rabbi or cantor, domiciled in Rhode Island or Southeastern Massachusetts who supports the mission of the School (“Clergy”) may request an annual membership of the Governance Committee. The School shall make all reasonable efforts to invite the Clergy to become a member of the School prior to the commencement of each school year for a one (1) year term.

d. PAST OFFICERS. All past Officers of the School and its predecessor school.

e. ENDOWMENT. Any individual establishing a named endowment both supporting the mission of the School and for the benefit of the School and any existing endowment established for the predecessor school. Any endowment shall be entitled to one vote on any given matter irrespective of the number of individuals who may have established such endowment.

f. MEMBERS AT LARGE. The Governance Committee may appoint up to 36 Members at Large for one (1) year terms to the Membership. Members at Large will be selected based on their demonstrated commitment to the School and its mission through significant volunteer activities and/or financial contribution to the School. Members at Large shall also act as advocates to the Jewish community in Rhode Island and Southeastern Massachusetts.

g. COMMUNITY LEADERSHIP. The president(s) of the Jewish Federation of Rhode Island and Greater New Bedford and any other Jewish Federation located within Rhode Island or Southeastern Massachusetts shall be Members of the School during the term of their office.

h. NO CUMULATIVE VOTING. Anything herein to the contrary notwithstanding, no Member shall be entitled to more than one vote on any given matter.
Section 2. LIST OF MEMBERS.

The School Administration shall keep and maintain a continuing list of the names, mailing addresses and such other information as the Board of Trustees deems appropriate of all persons, who are Members of the School, which list shall be made available at all times for inspection upon request by any Member.

Section 3. POWER AND RIGHTS.

In addition to the right to elect Trustees as provided herein, and such other powers and rights as are vested in them by law, the Articles of Incorporation or these By-Laws, the Members shall have such other powers and rights as the Trustees may specify.

ARTICLE IV

MEETINGS OF MEMBERSHIP

Section 1. ANNUAL MEETING.

The Annual Meeting of the Members of the School for the election of the Trustees and Officers and such other business as may properly come before said meeting, shall be held at the School on the first Wednesday in June of each and every year, or at such other time in each year and at such other place as the Trustees may fix, but no later than October 31st of each year. Notice of the time, place and purpose of such meeting shall be mailed at least thirty (30) days and not more than sixty (60) days prior to such meeting to each Member at his or her address as the same shall appear on the books of the School.

Section 2. SPECIAL MEETINGS.

Special Meetings of the members may be called at any time by the Executive Committee or a majority of the Trustees. It shall also be the duty of the President to call such meetings when requested in writing to do so by fifty-four (54) of the Members of the School. A notice of every Special Meeting, stating the time, place and purpose thereof, shall be mailed at least ten (10) days and not more than sixty (60) days prior to such meeting.

Section 3. QUORUM.

Fifty-Four (54) Members of the School shall constitute a quorum at all meetings of the Members. In the absence of a quorum, a majority of the Members present may adjourn any meeting until a quorum shall be in attendance. At any such adjourned meeting at which a quorum is present, any business may be transacted which may have been transacted at the meeting as originally called.

ARTICLE V

VOTING AT MEETINGS OF MEMBERS

Section 1.

At all meetings, all votes shall be in person and by voice vote; provided, however, that at the request of a majority of the Members present at any regular or special meeting, any question may be voted by ballot, by those Members then present. Such ballot shall not contain any mark or marking which might tend to indicate the person who cast the ballot.

Section 2.

For all votes by ballot, the Chair of the meeting shall immediately prior to the commencement of balloting appoint a committee of two Members who shall act as Inspectors of Election and who shall at the conclusion of such balloting certify in writing to the Chair the results and a notarized copy thereof shall be physically affixed in the minute book to the minutes of the meeting.

Section 3.

All matters coming before any meeting of the Members shall be decided by the vote of a majority of the Members of the School present in person at such meeting entitled to vote thereat.

ARTICLE VI

BOARD OF TRUSTEES

Section 1. GENERAL POWERS

All property, business and affairs of the School shall be managed by the Board of Trustees except as otherwise provided by law, the Articles of Incorporation or these By-Laws. Any reference in any applicable statute or regulation referring to a director or a Board of Directors shall be deemed hereunder to mean a trustee or a Board of Trustees, respectively.

Section 2. NUMBER

The Board of Trustees shall consist of no fewer than twelve (12) and no more than fifteen (15) Trustees, inclusive of the elected officers of the School. The President may appoint no more than one (1) individual as a Trustee for a single one-year term so long as the total number of Trustees does not exceed the maximum number of fifteen (15) Trustees in any one year. Representation of Parents/Guardian of students on the Board shall consist of no less than one-third (1/3) but no more than one-half (1/2) of the total number of sitting Trustees. The immediate past president of the Board shall also serve as Trustee and shall be counted towards the maximum number of Trustees. The Head of School shall serve as an ex-officio member of the Board of Trustees.