BY-LAWS OF WEST SUBURBAN TEMPLE HAR ZION PROLOGUE West Suburban Temple Har Zion (sometimes referred to herein as the "Congregation" or the "corporation") has as its mission statement: West Suburban Temple Har Zion is a Conservative congregation which balances a principled receptivity to modernity with a deep reverence for Jewish tradition in serving the spiritual, religious, educational, charitable, social and cultural needs of our congregants, K'lal Yisrael, and the wider community. We welcome all individuals and families who seek a warm, caring, and vital place to nourish their Jewish lives. We are committed to educating our children and our adults of all ages with comprehensive Hebrew language and Jewish educational programs. Through the variety and excellence of our programs, we encourage each of our members to become a learned and learning Jew, constantly growing in Jewish knowledge and Torah study -- the highest form of worship. In reaching out to God and in worship, we embrace the progressive practices of egalitarianism and full congregational participation We respect the individuality and diversity of our members in their efforts to concretize ethics and theology into daily practice, while reaffirming the positive role of Halakhah in each Jewish life. We advocate strong bonds with the state of Israel, the land, its citizens, and its culture. These links are reflected in our diverse religious, educational, social, and charitable endeavors. We believe that the moral imperatives of our tradition compel us to seek social justice both within the larger Jewish community and without -- and that our involvement in the world community should reflect values and observances of our faith. By our commitment to these values, we create an atmosphere of respect, openness, diversity and trust which helps us to become willing, learning, and striving Jews. In furtherance thereof, this Congregation shall: 

be affiliated with the United Synagogue of Conservative Judaism; and its Rabbi affiliated with the Rabbinical Assembly of America;

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assert and establish loyalty to the Torah and its historical exposition;

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encourage fellowship;

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further the observance of the Sabbath, Festivals and Holy Days;

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preserve the service references to Israel's past and the hopes for Israel's continuity;

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maintain the traditional and historical character of the liturgy, with Hebrew as the language of prayer;

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foster a love for Eretz Israel;

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foster Jewish religious life in the home, as expressed in traditional observances;

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establish Jewish religious educational opportunities for all which foster and develop an ongoing continuing education program for the study of Torah, Jewish History, Jewish Literature, Jewish Ethics, and the Hebrew language;

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provide for Jewish youth activity;

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participate in communal and philanthropic affairs; and

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promote improved relations among various sectors of society and work with other organizations with like goals. Article I PURPOSES

The purposes of the Congregation as stated in the certificate of incorporation as amended are: 1. (a) To receive and maintain a fund or funds or real or personal property or both and subject to the restrictions and limitations hereinafter set forth, to use and apply the whole of the income therefrom and the principal thereof exclusively for Jewish religious or educational purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue Law). (b) No part of the net earnings or the principal of the corporation shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the Congregation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose herein set forth. (c) No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Congregation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Not withstanding any other provision of these articles, the Congregation shall not carry on any other activities not permitted to be carried

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on (1) by a corporation exempt from Federal income tax under Section 501 (C) (3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law) or (2) by a corporation, contributions to which are deductible under Section 170 (C) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). (d) Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for similar religious or educational purposes consistent with teachings and religious views enunciated and practiced by the United Synagogue of Conservative Judaism as shall at the time qualify as an exempt organization or organizations under Section 501 (C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United states Internal Revenue Law), as the Board of Directors shall determine. 2.

In carrying out said purposes, the Congregation shall have power:

(a) To accept, acquire, receive, take and hold by bequest, devise, grant, gift, purchase, exchange, lease, transfer, judicial order or decree or otherwise for any of its objects and purposes any property both real and personal of whatever kind, nature, or description and wherever situated. (b) To sell, exchange, mortgage, lease or otherwise dispose of, any such property, both real and personal, as the purposes of the Congregation may require, subject to such limitations as may be prescribed by law. (c) To borrow money, and, from time to time, to make accept, endorse, execute and issue bonds, debentures, promissory notes, bills of exchange, and other obligations of the Congregation for moneys borrowed or in payment for property acquired or for any of the other purposes of the Congregation, and to secure the payment of any such obligations 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 Congregation wherever situated, whether now owned or hereafter to be acquired. (d) In general, to exercise such other powers which now are or hereafter may be conferred by law upon a corporation organized for the purposes here-in-above set forth, or necessary or incidental to the powers so conferred subject to such limitations as are or may be prescribed by law. Nothing herein shall be deemed to authorize the Congregation to operate a post-secondary education institution or a vocational school, nor shall it authorize the Congregation to accept any child for care or placement apart from its own parent or guardian. Article II REGISTERED OFFICE/AGENT The Congregation shall have and continuously maintain in this state a registered office and a registered agent whose office is identical with such registered office. The principal office 3

of said Congregation shall be in the Village of River Forest, County of Cook and State of Illinois. The Congregation may also be offices at such other place as the Board of Directors may from time to time appoint or the purpose of the Congregation may require. Article III MEMBERS AND MEETING OF MEMBERS 1.

MEMBERSHIP.

Any person over 18 years of age who subscribes to the objectives of this Congregation and is Jewish shall be eligible for membership upon written application. Such full privileges include membership for the spouse, if Jewish, of the applicant. Non-Jewish spouses and nonJewish family members are encouraged to participate in religious, social, educational and other activities of the Congregation. 2.

RIGHTS AND PRIVILEGES OF MEMBERS. Each member shall have the following rights and privileges: (a)

Vote in person at all meetings of the Congregation;

(b) Serve on any committee of the Congregation as designated by the president or any authorized person or body; (c) Be eligible for election as a director and officer subject to the provisions of Paragraph 2 of Article VI hereof; (d) Participate in all religious, social, educational and other activities of the Congregation; (e) Be eligible for membership in any Men's Club, Sisterhood or affiliated organization of the congregation. 3.

LIMITATION ON SALARIED EMPLOYEES

No salaried employee of the congregation shall serve as a director or officer of the congregation but may serve, when duly appointed, as an ex officio member of any committee. This Section shall not apply to those who are employed by the Temple exclusively as a part-time or seasonal instructor in the Religious School, Pre-school, Adult Education or summer camp programs. Board members shall abstain from voting on any issue that may result in an actual or apparent conflict of interest. 4.

OBLIGATION OF MEMBERS. Each member is obligated to: (a) Attend religious, educational, cultural, and social functions of the congregation; (b) Work with and on committees as designated by the appointing authority; and 4

(c) Pay such membership dues and school fees as fixed by the Board of Directors. 5.

RESIGNATION OF MEMBERS.

Any member may resign from the congregation by delivering a written resignation to the president or secretary of the congregation. Such resignation shall become effective on the earlier of acceptance by the Board of Directors or the expiration of thirty (30) days from delivery. A member who fails to pay dues, school fees or other financial obligations, or to have those financial obligations excused by the Temple President or Executive Director, within 30 days of the close of the fiscal year (July 30th) will be deemed not in good standing. Failure of a member to pay dues for two years shall be deemed a resignation by such members. 6.

ANNUAL MEETINGS.

The annual meeting of this congregation shall be held at the principal office of the congregation in January for the purpose of electing directors and officers and for the transaction of such other business as my properly come before the meeting. The date and time shall be determined by the Board of Directors. A review of the activities of the Congregation for the previous year and of all matters concerning its welfare shall be presented by the president and such personas as he or she may designate. 7.

NOTICE OF ANNUAL MEETINGS AND DATE THEREOF.

Notice of the time, place, and purpose or purposes of the annual meeting shall be served by United States mail, postage prepaid, not less than ten (10) nor more than forty (40) days before the meeting upon each member. 8.

SPECIAL MEETINGS.

Special meetings of the members to consider specific matters (other than those regulated by statute), may be called at any time by the president or by a majority of the Board of Directors and must be called at the written request of twenty-five (25) members of the congregation. 9.

NOTICES OF SPECIAL MEETINGS.

Notices of a special meeting stating the time, place and purpose or purposes thereof shall be served by not less than first class United States mail, postage prepaid, not less than five (5) nor more than forty (40) days before such special meeting to each member and de directed to each member's address. 10.

QUORUM.

At any regular or special meting of members of the congregation, the presence of forty (40) members in person shall be necessary to constitute a quorum for all purposes except as otherwise provided by law, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the full membership except as may be otherwise specifically provided by statute or by these by-laws. In the absence of a quorum, or when a 5

quorum is present, a meeting may be adjourned from time to time by vote of a majority of the members present in person, without notice to any absent member. At any adjourned meeting at which a quorum shall be present, any business may be transacted which could have been transacted at the meeting as originally notified. 11.

VOTING.

(a) At the annual or special meeting, each member shall be entitled to one vote. Upon the demand of any member, the vote upon any question before the meeting, including the vote for directors and officers, if contested, shall be by secret ballot. All elections and all questions shall be decided by a majority vote, unless otherwise provided. (b) Proxy voting at any meeting shall be permitted only if authorized in advance by the Board of Directors and then only in accordance with procedures set forth in the notice of meeting. 12.

INSPECTORS OF ELECTION.

The members may at each annual or special meeting select or appoint two (2) persons (who need not be members) to serve as inspectors of election in any contested matter. The inspectors shall count votes or ballots and report the results to the meeting. 13.

REMOVAL OF MEMBERS. DIRECTORS OR OFFICERS.

(a) Any member, director or officer may be removed from membership or from office by the affirmative vote of two-thirds of the members present at any annual or special meeting called for that purpose at which a quorum is present, for conduct detrimental to the interests of the congregation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying our its purposes. A member, officer or director proposed to be removed shall be entitled to at least five (5) days' notice in writing of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting. Such notice shall be by certified or registered mail, return receipt requested. (b) Officers and directors who have ceased to be members of the congregation shall be deemed to have resigned their office as of the date of such non-membership. 14.

COMPENSATION AND EXPENSES.

(a) Members shall not receive any compensation for their service as members, officers or directors. (b) The Board of Directors may contract for and pay members for unusual or special services to the Congregation in amounts appropriate to the value of such services and may authorize reimbursement for expenses incurred on behalf of the Congregation.

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15.

TOPICS OF INTEREST TO TEMPLE MEMBERS.

Members may request that a topic be placed on the Agenda of an upcoming Board of Directors Meeting by contacting the President of the Congregation at least five (5) business days in advance of the Board Meeting. The member making the request shall be permitted to address the Board of Directors. Article IV DIRECTORS 1.

ELECTION.

The management and administration of the affairs of the Congregation shall be vested in a Board of Directors who shall be elected at the annual meeting of the Congregation and shall hold office for two (2) years or until their successors are elected and shall have qualified. Directors shall not hold office for more than four (4) consecutive years. The Directors shall be members in good standing of the Congregation and shall be chosen by majority vote of the members present at the annual meeting either in person or by proxy. It is the intent of the Congregation to have a staggered Board such that the number of Directors up for election and remaining on the Board in each year is relatively equal. The nominating Committee shall endeavor through its procedures to effectuate such a staggered Board. 2.

NUMBER.

The number of directors of the Congregation shall be not less than twelve (12) nor more than twenty (20) plus: (a) One designated by the Board of Governors who shall hold office for one (1) year and be appointed by that body each year; (b)

Each officer of the Congregation during the term of office;

(c) One each to be designated by a Sisterhood and/or Men's Club of the Congregation; and (d) The immediate past president of the Congregation, for a period of one (1) year from the date of expiration of the term of office. The nominating committee shall endeavor to nominate as directors at least one representative from each of the Standing Committees of the Congregation. 3.

RESIGNATION.

Any director may resign at any time by giving written notice of such resignation to the Board of Directors.

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4.

VACANCIES.

Any vacancy in the Board of Directors occurring during the year, including a vacancy created by an increase in the number of directors made by the Board of Directors, may be filled for the unexpired portion of the term by the directors then serving, although less than a quorum, by affirmative vote of the majority present. Any director so elected by the Board of Directors shall hold office until the next succeeding annual meeting of the members of the Congregation or until the election and qualification of his successor. 5.

MEETINGS. (a) Organizational meeting

The newly elected directors shall meet on the second Wednesday of February, together with returning directors whose term has not expired, if not a legal or Jewish Holiday and if a legal or Jewish Holiday then on the next succeeding Wednesday not a legal or Jewish holiday, at the principal office of the Congregation for the purpose of organization and the transaction of other business on notice as provided herein. At such organizational meeting, the directors shall fix the time and lace of their meetings during the year until the annual meting of the congregation. (b) Regular meetings Unless other action is taken, the Board of Directors shall meet on the second Wednesday of each month, if not a legal or Jewish holiday and if a legal or Jewish holiday then on the next succeeding Wednesday not a legal or Jewish holiday, at the principal office of the Congregation for the transaction of business on notice as provided herein. A regular meting may be canceled by action of the Board of Directors. (c) Attendance of Observers Members may attend all meetings of the Board of Directors, unless on motion duly made, seconded and passed, the Board goes into closed session to discuss confidential matters, whereupon all employees, guests and non-board members may be asked to leave. No action may be taken until after the closed session is concluded. Members may address the Board of Directors on any agenda topic. 6.

SPECIAL MEETINGS.

Special meetings of the Board of Directors may be called by the president or a vicepresident and shall be called by either of them on the written request of any five (5) members of the Board of Directors. 7.

NOTICE OF MEETINGS.

Notice of all Director's meetings, except as herein otherwise provided, shall be given by email or mailing the same at least three (3) days before the meeting to the usual email, business or residence address of each director, but such notice may be waived by any director. Regular

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meetings of the Board of Directors may be held without notice at such time and place as shall be determined by the Board. 8.

CHAIRMAN.

The president, or in the absence of the president a vice-president, in order of succession, or in their absence a chairman chosen by the directors present, shall preside at meetings. 9.

QUORUM.

At all meetings of the Board of Directors, ten (10) directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided buy statutes or by these by-laws. Upon the request of any member of the Board of Directors, the vote upon any question before the meeting shall be by secret ballot. If at any meeting there is less than a quorum present, a majority of those present may continue the meeting from time to time without further notice to obtain a quorum. 10.

CONTRACTS AND SERVICES.

The directors and officers of the Congregation may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the Congregation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the Congregation, notwithstanding that they may also be acting as individuals, or as trustees or trusts, or as agents of other persons or corporations, or may be interested in the same matters as stockholders, directors or otherwise; provided, however, that any contract, transaction or act on behalf on the Congregation in a matter in which the directors or officers are personally interested as stockholders, directors or otherwise shall be at arm's length and not violative of the proscriptions in the certificate of incorporation against the Congregation's use of application of its funds for private benefit. In no event, however, shall any person or other entity dealing with the directors or officers be obligated to inquire into the authority of the directors and officers to enter into and consummate any contract, transaction or other action. 11.

POWERS.

All the corporate powers, except such as are otherwise provided for in these by-laws and in the laws of the State of Illinois, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may by resolution delegate to committees of their own numbers, or to officers of the Congregations, such powers as they may see fit. 12.

DUTIES.

The Board of Directors shall present at the annual meeting of members a list of the prior year’s Board of Directors Meetings, with the minutes thereof and a report, verified by the president and treasurer, or by a majority of the directors, showing (a) all real and personal property owned by the Congregation, where located and where and how invested; (b) the amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of the acquisition; (c) the amount applied, appropriated or expended during the year immediately 9

preceding such date and the purposes, objects, or persons to or for which such applications, appropriation or expenditures have been made, and (d) the names and places of residence of the persons who have been admitted to membership during the year. Article V OFFICERS 1.

NUMBER.

The officers of the Congregation shall be the President, Vice President of Administration, Vice President of Fundraising, Vice President of Education and Youth, Vice President of Programming, Secretary, Treasurer, and other officers with powers and duties not inconsistent with these by-laws as may be appointed and determined by the Board of Directors. No two offices may be held by the same person. 2.

ELECTION, TERM OF OFFICE AND QUALIFICATIONS.

Officers shall be elected at the annual meeting by the members of the Congregation and shall assume office on their election. If on the first ballot, a majority is not received for any office, the two (2) receiving the most votes shall be voted upon and the one (1) with the highest vote shall be deemed elected. No officer shall serve in the same office for more than three (3) consecutive terms. All persons shall be eligible for nomination or election as an officer as long as a member in good standing for two (2) years. 3.

VACANCIES.

If any office of the Congregation becomes vacant by death, resignation, retirement, disqualification or and other cause, the majority of the directors then in office, although less than a quorum, may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the next annual meeting of members and until the election and qualification of a successor. 4.

PRESIDENT.

The president shall preside at all meetings of members and of the Board of Directors. The president shall have and exercise general charge and supervision of the affairs of the Congregation and shall do and perform such other duties as may be assigned by the Board of Directors. 5.

VICE PRESIDENTS.

The Vice Presidents of the Congregation and their general duties and responsibilities (subject at all times to the direction and scope established and assigned by the President and the Board of Directors) are as follows: (a) Vice President of Administration – shall assist the President in the discharge of his/her duties, and, in the case of the absence, resignation, death or disability of the President, shall discharge

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the duties of that office. The Vice President of Administration shall oversee functions of membership, building and grounds, community relations and personnel. (b) Vice President of Fundraising – shall oversee and coordinate all aspects of fundraising for the Congregation, including actions related to the Jewish Federation, Jewish United Fund and Israeli Bonds. (c) Vice President of Education and Youth – shall oversee all school (pre-school, primary and high school, adult) and all youth related activities. (d) Vice President of Programming – shall oversee and coordinate social, religious, community and educational programming for the Congregation. (e) Vice President of Membership - shall oversee and coordinate membership recruitment and retention.

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SECRETARY.

The secretary shall have charge of such books, documents and papers as the Board of Directors shall determine and shall have the custody of the corporate seal. The secretary shall attend and keep the minutes of all the meetings of the Board of Directors and members of the congregation. The secretary shall keep a record, containing the names, alphabetically arranged, of all persons who are members of the congregation, showing their place of residence, and such record shall be open for inspection as prescribed by law. The secretary may sign with the president or vice-president, in the name and on behalf of the congregation, any contracts or agreements authorized by the Board of Directors, and may affix the seal of the Congregation. The secretary, in general, shall perform all the duties incident aid the office of secretary, subject to the control of the Board of Directors, and shall do and perform such other duties as may be assigned by the .Board of Directors. 7.

TREASURER.

The treasurer shall have the custody of all funds, property and securities of the congregation, subject to such regulations as may be imposed by the Board of Directors. The Board of Directors may require the treasurer to give bond for the faithful performance of his duties, in such sums and with such sureties as the Board of Directors may require but at the cost and expense of the congregation. When necessary or proper, the treasurer may endorse on behalf of the congregation for collection checks, notes or other obligations, and shall deposit the same to the credit of the congregation at such bank or banks or depository as the Board of Directors may designate. The treasurer or treasurer's designee, who shall be an elected officer of the congregation, shall sign all receipts and vouchers and, together with at least one other officer shall sign all checks of the congregation and all bills of exchange and promissory notes issued by the congregation, except in cases where the signing and execution thereof shall be expressly designated by the Board of Directors or by these by-laws to some other officer or agent of the congregation. The treasurer shall make such payments as may be necessary or roper to be made

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on behalf of the congregation. The treasurer shall enter regularly on the books of the congregation to be kept for that purpose, full and accurate account of all monies and obligations received and paid or incurred y him for or on account of the congregation and shall exhibit such books at all reasonable times to any director or member on application at the office of the congregation. The treasurer shall, in general, perform all the duties incident to the office of treasurer, subject to the control of the Board of Directors. 8.

REMOVAL.

Any officer may be removed from office by the affirmative vote of two-thirds of all the directors at any regular meeting or special meeting called for that purpose, for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the congregation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out is purposes. Any officer proposed to be removed shall be entitled to at least five (5) days notice of such proposed action in writing by mail of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting. Article VI BOARD OF GOVERNORS 1.

MEMBERSHIP.

All past presidents who are members of the congregation and such persons as the president shall designate from among the members of the congregation with the advice and consent of the Board of Directors shall be deemed members of the Board of Governors. The president of the congregation shall serve as an ex officio member of the Board of Governors. 2.

POWERS.

The Board of Governors may make recommendations to the Board of Directors about all matters of concern to the congregation including the following: (a)

Preserving and displaying memorabilia of the congregation; and

(b)

keeping the history of the activities of the congregation.

(c) the award of special recognition for outstanding achievement by any member of the congregation; (d)

the award of special recognition for outstanding achievement by Jews;

(e)

the award of special recognition for humanitarian achievements; and

(f)

such other matters as they may deem advisable.

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3.

ATTENDANCE AT BOARD MEETINGS.

Members of the Board of Governors shall receive notice of all meetings of the Board of Directors and all other mailings sent to the Board of Directors. Members of the Board of Governors may attend any meeting of the Board of Directors and speak to any issue at such Board meetings but shall not have any vote. 4.

MEETINGS AND OFFICERS.

The President of the Congregation shall call an annual meeting of the Board of Governors. The Board of Governors shall select such officers from among their members as they shall deem necessary, prescribe rules and regulations for the call and conduct of meetings of the Board of Governors and other matters relating to its procedure. Article VII AGENTS AND REPRESENTATIVES The Board of Directors may appoint agents and representatives of the congregation with powers to perform acts or duties on behalf of the congregation as the Board of Directors may see fit, so far as may be consistent with these by-laws, to the extend authorized or permitted by law. Article VIII CONTRACTS The Board of Directors, except as in these by-laws otherwise provided, may authorize any officer or agent or enter into any contract or execute and deliver any instrument in the name and on behalf of the congregation, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the congregation to any contract or engagement, or to pledge its credit, or render it liable for any purpose or to any amount. Article IX COMMITTEES 1. Standing Committees. The Standing Committees of the Congregation and their duties shall be as follows: (a) Budget and Finance – preparation and review of the annual budget of the Congregation; review and recommendation regarding all financial matters including dues structure, cash flow, accounting, financial and computer systems.

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(b) School Committee – with the principal, oversees religious school (elementary and secondary levels) programs, curricula, policies, staffing and budgeting. Oversees subcommittee responsible for library maintenance. (c) Pre-School Committee - with the principal and pre-school director, oversees preschool programs, curricula, policies, staffing and budgeting. (d) Building and Grounds – with the executive director insures maintenance and upkeep of the building and grounds. Subcommittees include oversight of cemetery maintenance and improvement. (e) Services Coordination Committee – with the Rabbi and School Committee, coordinate Shabbat, high holiday, festival and bar and bat mitzvah programming and staffing (including ushers, junior congregation and tot Shabbat). (f) Special Events and Hospitality Committee – coordinates staffing, programming and creation of oversight committees for all regularly scheduled synagogue special events (e.g. Hanukah, Sukkot, Purim, Kallah, Seder, Yom HaShoah, Yom HaAtzmaut). Coordinates programs and events to welcome and integrate new members into Congregational activities. (g) Fundraising – coordinates all Congregation fundraising activities and oversees staffing for all fundraising events. (h) Adult Education – in cooperation with the Rabbi, determines adult educational programming and events including classes, lectures, discussion groups and other events. (i) Youth Committee – coordinates programming for USY, Kadima and Machar together with the youth director(s). (j) Social Action – sponsor and facilitate actions in furtherance of the social conscience of the Congregation. (k) Community Relations and Membership – in order to attract members and facilitate the relationship with between the Congregation and the broader community, coordinates publicity, conducts outreach programs with the western suburbs and other interdenominational and community groups, facilitates participation in community events. 2. Subcommittees. The President, the Board of Directors and each Standing Committee may appoint such sub-committees from time to time as are necessary and appropriate for the conduct of the business of the Congregation. 3. Nominating Committee. A nominating committee shall be selected not later than the regularly scheduled Board of Directors meeting in June of each calendar year. The nominating committee shall consist of seven (7) members. A current Vice President selected by the President shall serve as Chairman of the nominating committee. The remaining six(6) members of the nominating committee shall be selected as follows: two (2) members appointed by the current President, one (1) member appointed by the Chairman, three (3) members selected by the Board of Directors with at least one (1) of such elected members from the membership at large

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and not from the current Board of Directors. The nominating committee shall select candidates for the Board of Directors and candidates for each office. The nominating committee shall endeavor to include as nominees a cross section of all constituencies within the Congregation. In September of each calendar year, the nominating committee shall post in the Congregation's bulletin, and on the main bulletin boards in the Congregation, a notice soliciting interest from the Congregation's members with respect to service on the Board of Directors. The nominating committee shall endeavor to include as nominees a cross section of all constituencies within the Congregation. The nominating committee shall present its slate of nominees at the regularly scheduled Board of Directors meeting in December of each calendar year. Names of additional nominees may be submitted for the Board of Directors or for officers provided such nomination shall be (1) by written petition signed by twenty-five (25) or more members of the Congregation; (2) accompanied by a written statement of willingness to serve from the nominee in such office if elected; and (3) submitted to the Board of Directors of the Congregation not less than ten (10) days prior to the annual meeting of the Congregation in January of each year. 4. Executive Committee. The Executive Committee shall consist of the officers of the Congregation and other Congregational members designated by the President including, if deemed appropriate by the President, the immediate past President. The Executive Committee shall endeavor to meet at least once each month and shall establish the agenda for the Board of Directors' meetings and consider such other matters of business and make recommendations thereon. 5. Appointments. The President, upon the advice of the Board of Directors, the Officers, the Committee chairman and others, with the consent of the Board of Directors, may appoint such persons as the President deems necessary as members and Chairpersons of the Standing Committees, and any other advisory committees of the Congregation, for such terms and with such duties as the President deems necessary and appropriate. Each committee shall prescribe for itself such rules and regulations for the conduct of its business subject, in all cases, to the review and oversight of the President and the Board of Directors. Article X VOTING UPON STOCK OF OTHER CORPORATIONS Unless otherwise ordered by the Board of Directors, the president shall have full power and authority on behalf of the Congregation to vote either in person or by proxy at any meeting of stockholders of any corporation in which this Congregation may hold stock, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such stock which, as the owner thereof, this Congregation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure. Article XI FISCAL YEAR The fiscal year of the Congregation shall commence on July 1 of each year and end on June 30 of the following year. 15

Article XII PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS: No member, director, officer or employee of or member of a committee of or person connected with the Congregation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Congregation, provided, that this shall not prevent the payment to any person of reasonable compensation for services rendered to or for the Congregation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Congregation, whether voluntary or involuntary, the assets of the Congregation then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered and paid over, in amounts and proportions as the Board of Directors may impose and determine, exclusively for educational or religious or a combination of educational and religious purposes relating to the Conservative Movement in Judaism as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Article XIII INVESTMENTS The Congregation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest the funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investment which a director is or may hereafter be permitted by law to make or any similar restriction. Article XIV AMENDMENTS 1. BY THE BOARD OF DIRECTORS. The Board of Directors shall have power to make, alter, amend and repeal the bylaws of the Congregation by affirmative vote of a majority of the Board; provided, however, that the action is proposed at a regular or special meeting of the Board of Directors and adopted at a subsequent regular meeting, except as otherwise provided by law. All by-laws made by the Board of Directors may be altered, amended or repealed by the members. 2. BY MEMBERS. The by-laws may be altered, amended, or repealed at any meeting of members of the congregation by a majority vote of all the members present at such meeting at which a quorum is present, represented either in person or by proxy, provided that the proposed action is inserted in the notice of such meeting. Article XV CORPORATE SEAL

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The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall inscribe thereon the name of the Congregation and the words "Corporate Seal, Illinois". Article XVI The use of the masculine or feminine pronoun herein shall be deemed to include men and women.

Article XVII DIRECTOR/OFFICER CONFLICT OF INTEREST 1.

If a transaction is fair to the Congregation at the time it is authorized, approved, or ratified, the fact that a director or officer of the Congregation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.

2.

In a proceeding contesting the validity of a transaction described in subsection (1) of this Article, the person asserting validity has the burden of proving fairness unless the material facts of the transaction and the director's or officer's interest or relationship were disclosed or known to the Board of Directors and the Board authorized, approved, or ratified the transaction by the affirmative votes of a majority of disinterested directors even though the disinterested directors be less than a quorum; or

3.

The presence of a director or officer, who is directly or indirectly a party to the transaction described in subsection (1) of this Article, or a director or officer who is otherwise not disinterested, may be counted in determining whether a quorum is present but may not be counted when the Board of Directors then takes action on the transaction.

4.

For purposes of this Article, a director or officer is "indirectly" a party to a transaction if the other party to the transaction is an entirety in which the director or officer has a material financial interest or of which the director or officer is an officer, director or general partner. Article XVIII INDEMNIFICATION

1. (a) The Congregation shall indemnify any director or officer who serves the Congregation without compensation, who was or is a party or is threatened to be made a party to or witness in any threatened, pending or completed action, suit or proceeding, whether civil or criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Congregation, or is serving at the request of the Congregation without compensation as a director or officer of another corporation, against expenses (including

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attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the Illinois General Not for Profit Corporation Act and other applicable law, as may from time to time be in effect. Neither payment of indemnification nor reimbursement of expenses shall be deemed compensation. (b) Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer of the Congregation may be entitled. The foregoing provisions of this Article shall deemed to be a contract between the Congregation and each member, director and officer who serves in such capacity at any time while this Article and the relevant portions of the Illinois General Not for Profit Corporation act and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any right or obligations then existing, with respect to any state of facts then or theretofore existing, or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. 2.

Expenses actually and reasonably incurred in defending a civil or criminal action, suit or preceding shall be paid by the Congregation in advance of the final disposition of such action suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount, if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Congregation.

3.

Any right of indemnification shall continue as to a director or officer who has ceased to be such a director or officer of the Congregation and shall inure to the benefit of the heirs and personal representatives of such person.

4.

Any employee may be indemnified by the Congregation pursuant to action by the Board of Directors.

5.

If authorized by the board of Directors, the Congregation may purchase and maintain insurance on behalf of any person to the fullest extent permitted by the General Not for Profit Corporation Act of Illinois as in effect at the time of the adoption of this bylaw or as amended from time to time.

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