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By-Laws of Beikvot HaMashiach Association

ARTICLE I - OFFICES

                SECTION 1.  LOCATION. - The principal office of the corporation in the State of Washington shall be established and maintained at [P.O.Box 13031, Seattle 98198] in the County of King.  The registered agent thereof shall be [name omitted for internet].  The corporation may have such other offices, either within or without the State of incorporation, at such place or places as the Board of Directors from time to time appoint or the business of the Corporation may require.

                SECTION 2.  CORPORATE RECORDS. - Any member shall have the right to examine, for reasonable purposes, the corporation's books and records, except personal confidential information (such as personnel records and donor records).

ARTICLE II - MEMBERS

                SECTION  1.   MEMBERS. -  Regular membership shall consist of those who (a) have requested membership, acknowledging essential agreement with our statement of faith and purpose, and have been accepted into membership by a majority vote at a regular or special business meeting, (b) have not changed to associate status or subsequently been dropped from membership for absence from weekly meetings exceeding six months, (c) have not been excluded for cause by a majority vote of the membership, and (d) have not resigned.

Associate membership shall consist of those who (a) have been regular members, and (b) have requested associate membership to maintain fellowship during temporary distant residency or (c) have had status changed for absence from weekly meetings exceeding two months and  have not been dropped from the membership roll for absence from weekly meetings exceeding six months. Associate members may be reinstated to regular membership by re-attending and making written request. Associate members shall not have voting rights in absentia.

                Previous members desiring membership again, whether dropped, excluded, or having resigned, shall be considered for membership upon request as a new member applicant, including the waiting period for qualifying to hold office if accepted.

                SECTION 2.  ANNUAL BUSINESS MEETINGS. -  Annual meetings of members for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.  In the event the Board of Directors fails to so determine the time, date and place of the meeting, the annual business meeting of members shall be held at the registered office of the corporation on the first Sunday of June at    3:00 PM.

                If the date of the annual business meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding Sunday.  At each annual business meeting, the members entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.

                SECTION 3.  OTHER MEETINGS. - Business meetings of members for any purpose other than the election of directors may be held at such time and place, within or without the State, as shall be stated in the notice of the meeting.

                SECTION 4.  VOTING. -  Each regular member of legal voting age, entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws, shall be entitled to one vote, in person or by proxy, but no proxy shall be voted after thirty days from its date unless such proxy provides for a longer period.  Upon the demand of any member, the vote for directors and upon any questions before the business meeting shall be by ballot.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or laws of the State of Washington.

                SECTION 5.  MEMBERSHIP LIST. - The officer who has charge of the ledger of the corporation shall at least 10 days before each business meeting of members prepare a complete alphabetically addressed list of the members entitled to vote at the ensuing election.  Said list shall be open to the examination of any member, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held.  The list shall be available for inspection at the meeting.

                SECTION 6.   QUORUM. -  Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of a majority of the members of the corporation entitled to vote shall constitute a business meeting, a majority of the members entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite entitled to vote shall be present.  At any such adjourned meeting at which the requisite number of members entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those members entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

                SECTION 7.  SPECIAL BUSINESS MEETING. -  A special business meeting of the members, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or members entitled to vote.  Such request shall state the purpose of the proposed meeting.

                SECTION 8.  NOTICE OF BUSINESS MEETINGS. - Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each member entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

                SECTION 9.  BUSINESS TRANSACTED. - No business other than that stated in the notice shall be transacted at any business meeting without the unanimous consent of all the members entitled to vote thereat.

                SECTION 10.  ACTION WITHOUT MEETING. -  Except as otherwise provided by the Certificate of Incorporation, whenever the vote of members at a business meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these By-Laws, the meeting and vote of members may be dispensed with, if all the members who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE III - DIRECTORS

                SECTION 1.  NUMBER AND TERM. -  The directors shall be elected at the annual business meeting of the members and each director shall be elected to serve until his successor shall be elected and shall qualify.  The number of directors may not be less than three .

                SECTION 2.  RESIGNATIONS. -  Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

                SECTION 3.  VACANCIES. -   If the office of any director, member of a committee or other officer becomes vacant, his successor shall be duly chosen by a majority vote of the membership, for the remainder of the unexpired term.

                SECTION 4.  REMOVAL. -  Any director or directors may be removed either for or without cause at any time by the affirmative vote of a majority of the members entitled to vote, at a special meeting of the members called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the members entitled to vote.

                SECTION 5.  INCREASE OF NUMBER. -  The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the members, at the annual business meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

                SECTION 6.  COMPENSATION. - Directors shall not receive any stated salary for their services as directors or as members of committees.

                SECTION 7.  ACTION WITHOUT MEETING. - Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 8.  COMMITTEES. - The Board of Directors may, by resolution adopted by a majority of the directors in office, establish one or more committees to consist of one or more directors of the corporation.  Any such committee, to the extent provided in the resolution of the Board of Directors or in the By-Laws, shall have and may exercise all of the powers and authority of the Board of Directors, except that no such committee shall have any power or authority as to the following:

(a)   The adoption, amendment or repeal of the By Laws.

(b)   The amendment or repeal of any resolution of the Board.

(c)   Action on matters committed by the By-Laws or resolution of the Board of Directors to another committee of the Board.

(d)   The execution of Contracts binding the corporation.

The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.   In the absence or disqualification of a member of a committee, the member or members thereof present at any, meeting and not disqualified from voting whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Each committee of the Board shall serve at the pleasure of the Board.

ARTICLE IV - OFFICERS

                SECTION 1. OFFICERS. - The officers of the corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the membership, and shall hold office until their successors are elected and qualified.  In addition, the membership may elect a Chairman, one or more Vice Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper.  None of the officers of the corporation need be directors.  The officers shall be elected at each annual business meeting.  More than two offices may be held by the same person. Only those who have been members at least six months may be elected to office.

                SECTION 2.  OTHER OFFICERS AND AGENTS. - The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

                SECTION 3.  CHAIRMAN. - The Chairman of the Board of Directors if one be elected, shall preside at all meetings of the Board of Directors, and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

                SECTION 4.  PRESIDENT. - The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  He shall preside at all business meetings of the members if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation.  Except as the Board of Directors shall  authorize the execution thereof in some other manner, he shall  execute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

                SECTION 5.  VICE PRESIDENT. - Each Vice President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

                SECTION 6.  TREASURER. - The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipt and disbursements in books belonging to the corporation.  He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

                The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements.  He shall render to the President and Board of Directors at the regular meetings of the Board or Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.  If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe. A majority of the members may call for an audit at any time.

                SECTION 7.  SECRETARY. - The Secretary shall give, or cause to be given, notice of all business meetings of members and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the directors, or members, upon whose requisition the meeting is called provided in the By-Laws.  He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose and shall affix the seal to all instruments requiring it, when authorized by the President, and attest the same.

                SECTION 8.  ASSISTANT TREASURERS & ASSISTANT SECRETARIES. - Assistant Treasurers and Assistant Secretaries, if any, shall be elected by the membership and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V - MISCELLANEOUS PROVISIONS

                SECTION 1.  SEAL. - The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words "CORPORATE SEAL   STATE OF WASHINGTON".  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

                SECTION 2.  FISCAL YEAR. - The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

                SECTION 3.  CHECKS. - All checks, drafts, or other orders for the payment of money, notes, or other evidences in indebtedness issued in the name of the corporation shall be signed by officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

                SECTION 4.  NOTICE AND WAIVER OF NOTICE. - Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.  Members not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

                Whenever any notice whatever is required to be given under the provisions or any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

                SECTION 5.  DISPOSITION OF ASSETS  -  No person shall profit from the assets of this Corporation, except wages earned as may be determined by due process.  Upon dissolution of this Corporation, all assets shall be contributed to a non-profit corporation of like faith and purpose.

ARTICLE VI - AMENDMENTS

                These By-Laws may be altered and repealed, and By-Laws may be made at any annual  business meeting of members or at any special meeting thereof if notice thereof is contained in the notice of such special meeting by the affirmative vote of a majority of the members entitled to vote thereat, or by the regular meeting of the Board of Directors, if notice of such special meeting by the affirmative vote of a majority  of the members entitled to vote thereat, or by the regular meeting of the Board of Directors, if notice thereof in contained in the notice of such special meeting.

                Amended June 6, 1999

Functional Guidelines for Congregation Beikvot HaMashiach

This document, adopted June 2, 1996, is intended to incorporate and organize many items previously voted into existence that do not fit well into the legal format of our By-laws. Rev. June 6, 1999

Our purpose is threefold:

1.        Personal Torah observance; learning to trust and serve God with all of our heart and strength,

as the way of blessing, peace, fulfillment, and eternal life.

2.        Discipling others; teaching and encouraging other members to walk with God.

This includes working with other congregations for mutual benefit, such as sharing materials.

3.        Evangelization; being a light to family and the world.

To facilitate our purpose, we aim to:

1.        Maintain House of Torah Study, with goal toward becoming Synagogue (Messianic).

2.        Provide regular solemn worship / Bible study on Sabbaths.

3.        Conduct Biblical Festivals as Messianic teaching and evangelization.

       Food handlers to have permits and kitchens to be licensed.

4.        Establish kosher mikva facility.

5.        Maintain advertizing for information of dates and times for Torah observance and various functions.

6.        Maintain written standard for Biblical disciplinary action.

For conducting the business of the Congregation, we shall have the following officers:

1.        Chairman, to preside at business meetings (same as Corporate President).

2.        Secretary, to take business meeting notes and keep records (same as Corporate).

3.        Treasurer, to maintain financial records and make deposits and disbursements (same as Corporate).

For conducting the services of the Congregation, we shall have the following teachers and leaders:

1.        Available leaders will rotate positions of moderator, Torah reader, adult & children’s teachers.

2.        Goal toward 10 positions required for Synagogue (refer to study on synagogue).

These should be chosen from members who have:

·         Six months minimum continuous membership and regular attendance.                             

·         Willingly committed to actions of faith and building the Congregation, including:

Personal Bible study and daily prayer times.

                Sabbath & Festival observance.

                Firstfruits (tithe & offerings) to/through Congregation.

                Submission to other leaders for advice / discipline (mutually, not hierarchically).

                Encourage others to Torah observance (non-condemningly).

(Refer to qualifications for synagogue positions and 1 Tim.3:13.)

Our worship format shall contain the following:

1.        Siddur patterned after (not identical to) orthodox Hebrew.

       All Hebrew used to be followed by English translation.

2.        Scriptural Music (with instruments and joyfulness because of Living Temple).

       Maintain legal permission for use of copyrighted materials.

3.        Doctrinal distinctives:

Sovereign God, Yeshua is Messiah and one with God.

Inspired Bible with Torah as foundational.

Salvation by grace through a faith in Yeshua that produces fruit (good works).

“Tongues”  represent giving Torah / Gospel to nations in own languages (not babbling).

Use of God’s memorial name where used / as commanded in Scripture.

[There are no salaries]

© 2003  Beikvot HaMashiach
(Followers of the Messiah)