BY-LAWS OF THE CONGREGATION OF SONS OF ISRAEL
The name of the Corporation shall be The Congregation of Sons of Israel. The Corporation may operate under the name Temple Israel.
Section 1. The purpose of this Corporation shall be for the worship of Almighty God according to the principles, precepts and practices of Judaism.
(a)This organization is organized exclusively for charitable, religious, educational and scientific 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 1986 (or corresponding provision of any future Untied States Internal Revenue Law).
(b)No part of the net earnings of the organization shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons except that the organization shall be authorized and empowered to pay reasonable compensation for the services rendered and to make payments and distributions in furtherance of the purposes set fort above. No substantial part of the activities of the organization shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the organization 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. Notwithstanding any other provisions of these By-Laws, the organization shall not carry on any other activities not permitted to be carried on (a) by a corporation or organization exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Revenue Law) or (b) a corporation or organization contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law ).
(c)Upon the dissolution of the organization, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the organization, dispose of all the assets of the organization exclusively for the purposes of the organization in such manner, or to such other organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as exempt organizations or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such asset not disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.
This Congregation shall practice Judaism in accordance with Conservative movement beliefs. All members shall be of the Jewish faith.
Section 1. The Temple shall have the following types of membership:
(a)Family Membership. Family membership shall be extended to married couples and shall entitle husbands and wives to all membership privileges and shall entitle each spouse to one (1) vote at Congregation meetings provided they are both present at the meeting and both are members in good standing.
(b)Single Parent Family Membership. Single parent family membership shall be extended to divorced or widowed parents and shall entitle a single parent to all membership privileges and shall entitle a single parent to one (1) vote at Congregation meetings.
(c)Individual Membership. Individual membership shall be extended to unmarried adult individuals. An individual member shall be entitles to one (1) vote at Congregation meetings.
(d)Associate Membership. Associate membership shall be extended to part-time residents of the Monroe County, Pennsylvania region provided that such individual(s) maintain a principal place of residence in another area and are full members of another synagogue or congregation. Each Associate member spouse shall be entitled to a one-half (1/2) vote at Congregation meetings.
(e)Life Membership. Life membership shall be extended to all members who meet the requirements set by the Finance and Budget Committee as approved by the Board of Directors. Life membership is not transferable. If married, each spouse shall have one (1) vote at Congregation meetings.
(f)Dependent Members. Children of all members, except Associate, shall be considered to be members at no charge under their parent’s dues until they reach the age of twenty-one (21), or, if in a college program or armed forces, until the age of twenty-five (25).
Section 2. Any Jewish person who has married out of the Jewish faith may become a member of this Congregation. Any person who can show certified proof of having been converted into the Jewish faith in accordance with requirements of Conservative Jewish practice as determined by the Rabbi of Temple Israel and/or the Ritual Committee may become a member of this Congregation.
If a non-Jewish person is not accepted into the Jewish faith in accordance with the requirements of Conservative Jewish practice, as hereinabove provided, then said non-Jewish person is not entitled to membership in the Congregation, burial rights in the Temple Israel Cemetery or other religious benefits of membership in the Congregation.
The children of a marriage between a Jewish father and a non-Jewish mother may attend the Religious School of Temple Israel, but said children shall not be entitled to the religious benefits of Judaism including, but not limited to, alyot, bar/bat mitzvah, and reading of the Torah, unless said children are accepted into Judaism in accordance with the Conservative Jewish practice as hereinabove provided.
Section 3. Membership shall at all times be subject to the Articles of Incorporation and these Bylaws, as well as the rules and regulations made by proper committees acting with the approval of the Board of Directors.
Section 4. Any member who has renounced Judaism or shall be guilty of activities inconsistent with the mission of Conservative Judaism, or who is delinquent in the payment of his dues or other assessments for a period of more than one (1) years, may be expelled or dropped from membership by affirmative action of the Board of Directors provided, however, that no member shall be expelled or dropped from membership until written notice of intention to expel or drop any member shall be given to said member, and a time fixed for hearing on the proposed expulsion or cancellation of membership. Such notice shall be given not less than ten (10) days before the date fixed for hearing, and not more than thirty (30) days prior to the date fixed for hearing. The notice shall specify the reason or reasons for the proposed expulsion. The member affected by such notice shall have the right to appear in person or by counsel at the time and place fixed for hearing, and such member shall have the right to examine and cross-examine witnesses who may appear for or against such member. Should the member fail to appear at the hearing of the Board of Directors, upon the reading of the charges against said member, may expel said member forthwith, and shall within five (5) days thereof notify the member registered or certified mail, return receipt requested.
Section 5. No member shall be expelled except in the manner aforesaid, and by a vote of the majority of Directors present at a Board meeting. If the Board of Directors feels that the charges do not warrant expulsion of the member, they may either clear the member completely, suspend the member for a reasonable period of time or censure the member.
Section 6. There shall be no right of appeal from the decision of the Board of Directors in censuring, suspending or expelling any member. However, the Board of Directors may grant a rehearing in any case upon petition of the injured member setting forth facts which were not already considered by the Board.
PRIVILEGES OF MEMBERSHIP
Section 1. Family and individual members in good standing shall enjoy all of the following privileges:
(a)attending all meetings of the Congregation;
(b)having a voice and a vote at all meeting of the Congregation;
(c)holding office in the Congregation;
(d)participating in all religious services of the Synagogue, subject to any rules and regulations which may be established by the Board of Directo4s, the Rabbi and/or the Ritual Committee as approved by the Board of Directors;
(e)enrolling their children in the Religious School of the Congregation, subject to the rules and regulations which may be established by the School Committee as approved by the Board of Directors;
(f)burial in Temple Israel Cemetery, in accordance with the rules and regulations established by the Cemetery Committee as approved by the Board of Directors.
(g)To utilize the synagogue facilities for bar/bat mitzvahs, weddings, and other religious and social ceremonies, subject to rules and regulations which may be established by the Board of Directors, the Rabbi, and/or the Ritual Committee as approved by the Board of Directors; and
(h)To attend all meetings of the Board of Directors and, if not a member of the Board, to have a voice but not a vote at such meetings.
Section 2. Associate members in good standing shall enjoy the following privileges:
(a)attend all meetings of the Congregation;
(b)having a voice and a vote at all meetings of the Congregation;
(c)attend all meetings of the Board of Directors and to have a voice but not a vote at such meetings; and
(d)participating in all religious services of the Synagogue, subject to any rules and regulations which may be established by the Board of Directors, the Rabbi and/or the Ritual Committee as approved by the Board of Directors.
Section 1. Membership dues shall be fixed by the Finance and Budget Committee, subject to the approval of the Board of Directors. Membership dues shall be payable upon the date the membership dues statements are received at the beginning of the Congregation’s fiscal year and shall be payable in a manner prescribed by rules and regulations of the Finance and Budget Committee and approved by the Board of Directors which may include payment in installments or other payment terms.
Section 2. The Finance and Budget Committee, in conjunction with the Membership Committee, shall from time to time make and/or amend such rules and regulations with respect to the admission of members and may prescribe application forms for membership, with all rules and regulations made by said Committee to be subject to approval by the Board of Directors and shall in no event be inconsistent with the Articles of Incorporation or the By-Laws of this Temple.
The organization shall operate on a fiscal-year basis, commencing on the first day of July each year with the right of the Board of Directors, in their discretion, to make such changes in the commencement and expiration date of the fiscal year as they deem to be the best interest of the organization.
BOARD OF DIRECTORS
Section 1. The business of the Congregation shall be conducted by a Board of Directors consisting of fourteen (14) members:
(a)the President, First Vice President, Second Vice President, Treasurer, Assistant Treasurer, and Secretary, all elected for a one (1) year term, and the immediate past President; and
(b)seven (7) individual Directors elected by the membership at large for the following terms of office: One Director shall be elected for three year term, three Directors shall be elected for two year term , and three Directors shall be elected for one year term.
The officers of the Congregation shall occupy similar capacities on the Board of Directors. The terms of office of all Directors shall begin July 1 of each year.
Section 2. The Board of Directors shall have complete charge, management and control of the affairs and property of the Congregation, except as otherwise provided in these Bylaws.
Section 3. The Board of Directors shall have full control over the hiring and firing of all employees except for the Rabbi. Notwithstanding the foregoing, prior to the hiring of a new Rabbi or the renewal, extension or termination of an existing contract of the Rabbi, the Board of Directors shall present its recommendations to the Congregation for acceptance or rejection at least thirty (30) days prior to the end of the current contract. A majority of the Congregation members present must vote to affirm the Board’s recommendation with respect to the position of Rabbi of this Congregation.
Section 4. The House Committee with the approval of the Board of Directors shall have the responsibility and authority to make all necessary repairs to the facility.
Section 5. The President of the Board shall, at each meeting of the Congregation, submit a report of the work performed by the Board and its committees during the previous period. The Chairpersons of the various committees appointed by the President shall submit similar reports.
Section 6. The Board of Directors shall be vested with the power to regulate the manner by which expenditures can be made or contracts, arrangements or agreements entered into obligating the Congregation, and to provide rules and regulations governing and controlling the collection, expenditure, management and use of all monies, finances and property of the Congregation. The Board shall have the right to borrow money on such terms and for such length of time as it deems necessary for the proper management of the finances of the Temple. The Board shall also have the right to buy, sell, mortgage, lease or otherwise deal with or dispose of the real estate owned by the Congregation, subject to the approval of the Congregation at a meeting called for such purpose.
Section 7. The activities of the officiating officials, such as the Rabbi and others, shall be supervised by the Board of Directors. The duties and responsibilities of the Rabbi shall be established in the Employment Agreement, if any, between this Corporation and the Rabbi and if there is no such Employment Agreement, then by the Board of Directors.
Section 8. No Director shall be personally liable for monetary damages for any action taken or failure to take action unless such Director has breached or failed to perfume the duties of his office and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
Section 9. No latter than the March meeting of the Board of Directors of each year, a Nominating Committee of three (3) members shall be appointed by the President. At least one (1) member of the Nominating Committee shall not be a member of the Board of Directors. Immediately upon their appointment, the Nominating Committee shall meet and select its own Chairperson and proceed with the nomination of officers and members of the Board of Directors of the Temple. On or before fifteen (15) days prior to the May meeting of the Congregation membership, the Committee shall cause to be posted in a conspicuous place in the Temple and shall mail to all members in good standing a list of the nominees for officers and members of the Board of Directors to be voted upon at the annual May meeting of the Congregation. At any time between the March meeting of the Board of Directors and the May meeting of the Congregation membership each year, members of the Congregation shall have the right to make additional nominations for officers and members of the Board of Directors by submitting a written petition, signed by at least twenty (20) members in good standing of the Temple, to either the Chairperson of the Nominating Committee or to the Temple office, providing the petition is delivered no later than fifteen (15) days prior to the May meeting of the congregation membership.
Section 10. Balloting. All balloting for election shall be by secret ballot. Under no circumstances are proxies permitted or allowed for such voting.
Section 11. Installation. All officers and Directors shall be properly installed following their election and shall take office July 1.
Section 12. The Board of Directors shall meet monthly on the first Wednesday of each month at such time and place as may be fixed by the President as approved by the Board of Directors. The Board of Directors may schedule a special meeting to discuss a single issue at the request of not less than three (3) members of the Board. There shall be ten (10) days written notice of said meeting.
Section 13. A quorum of the Board of Directors shall consist of not less than eight (8) directors.
Section 1. The officers of this Congregation shall be the President, First Vice President, Second Vice President, Treasurer, Assistant Treasurer, and Secretary. Each officer shall be elected by the membership at large and shall serve for one (1) year during which period each officer shall be a member of the Board of Directors with right to vote.
Section 2. Duties of the President. It shall be the duty and function of the President to preside at all meetings of the Congregation and of the Board of Directors, of which he or she shall be Chairperson; to call all meetings of the congregation and of the Board of Directors; to sign all agreements, contracts, deeds, and other documents for the Congregation pursuant to appropriate resolutions by the Congregation or the Board of Directors; and to appoint all committee members and chairpersons. The President shall also be an ex officio member of all such committees, with the right to vote. The President shall also be entitled to vote in the case of a tie at all meetings of the Congregation and Board of Directors. The President shall serve as a regular member of the Cemetery Committee and countersign all permits for burials in the cemetery. Subject to the provisions of these By-Laws, the President shall also have the authority to countersign checks and notes of the Congregation, pay out and disburse congregational funds by vouchers and checks signed by the President and shall be listed on all accounts of the Temple. The President shall also supervise the execution of all rules and regulations of the Congregation.
Section 3. Duties of the First Vice President. The First Vice President shall assist the President in the discharge of his or her duties and in the case of his or her absence, resignation, death or disability, shall discharge all the duties of that office. The First Vice President shall also have the authority to countersign checks, pay out and disburse congregation funds by vouchers and checks signed by the First Vice President and be listed on all accounts of the Temple. When the President is not available, the First Vice President may sign all burial permits.
Section 4. Duties of the Second Vice President. The Second Vice President shall, upon the disability of the First Vice President or upon a vacancy in that office by any cause whatsoever, succeed to that office.
Section 5. Duties of the Treasurer. The Treasurer shall be responsible for all funds of the Congregation of whatever nature including dues, memorial funds and any other type of accounts which may be created by the Board of Directors. The Treasurer shall keep an accurate and correct record of the receipts and expenditures of the Congregation and of the accounts between the Congregation, its members and others, which records shall be open at all times for inspection by the Board of Directors and the Finance and Budget Committee; the Treasurer shall deposit all monies received in such bank account or accounts in the Congregation’s name as shall be directed by the Board of Directors. The Treasurer shall make such withdrawals and pay out and disburse congregational funds by vouchers and checks signed by the Treasurer, the President, the First Vice President or the Assistant Treasurer. The Treasurer shall whenever requested submit for examination and audit all books, papers, receipts, vouchers, checks and other property the congregation in the Treasurer’s charge in keeping shall render a written report of the finances of the Congregation at all meetings of the Board of Directors, at the annual meeting of the Congregation and at such other meetings or occasions as directed to do so by the Congregation or the Board of Directors.
Section 6. Duties of the Assistant Treasurer. The Assistant Treasurer shall assist the Treasurer in the discharge of his or her duties and in the case of his or her absence, resignation, death or disability, shall discharge all of the duties of that office which shall include the right to disburse congregational funds by vouchers and checks signed by the Assistant Treasurer.
Section 7. Duties of the Recording Secretary. The Recording Secretary shall have the duty to keep accurate minutes of the proceedings of the congregational meetings and all meetings of the Board of Directors. The Recording Secretary shall have charge of the corporate seal, shall issue the notices of all meetings of the Congregation and of the Board of Directors and shall, in general, perform such other duties as may be required from time to time by the Board of Directors.
Section 1. The Congregation may have the following Standing Committees subject to the recommendation of the President and the approval of the Board of Directors:
(a) Education Committee;
(b) Ritual Committee;
(c) Membership Committee;
(d) Adult Education Committee;
(e) Cemetery Committee;
(f) House Committee;
(g) Dedication and Memorials Committee;
(h) Personnel Committee;
(i) Ways and Means Committee;
(j) Communications Committee;
(k) Social Committee:
(l) Fund Raising Committee:
(m) Finance and Budget Committee.
Section 2. The President of the Congregation shall appoint the Chairperson(s) of all Standing Committees as well as such other committees as in the Presidents discretion may be necessary to properly conduct the affairs of the Congregation. The President of the Congregation shall, in conjunction with the Chairperson(s) of all Standing Committees, appoint the members of all Standing Committees and such other committees as may be necessary to properly conduct the affairs of the Congregation. Actions of all committees shall be subject to the approval of the Board of Directors.
Section 3. The Chairperson of each Standing Committee and all other Committees appointed by the President shall organize his or her committee promptly after appointment and begin the work for which they were appointed.
Section 4. Expenditures. No committee or individual shall have the right to make any expenditures from the treasury of the Congregation or in any way make the Congregation financially liable, unless the expenditure is specifically provided for in the budget, recommended by the Finance and Budget Committee, approved by the President, First Vice President or Treasurer, and approved by the Board of Directors.
Section 5. Education Committee. In conjunction with the Rabbi, the Education Committee shall supervise the religious studies connected with the Religious School, shall organize and maintain the necessary Religious School classes and with the consent of the Board of Directors, employ such teachers and others as are necessary in the maintenance of the Religious School and purchase the textbooks and other supplies needed. The Chairperson(s) of the Education Committee shall present a monthly report to the Board of Directors of the Temple who shall always have the authority to approve or disapprove actions of the Education Committee.
Section 6. House Committee. It shall be the duty of the House Committee to see that proper care is taken of the Temple buildings and grounds and recommend and enforce rules and regulations in connection with their maintenance. The Committee shall also recommend to the Board of Directors the employment of such employees as it may deem necessary for the proper upkeep of the buildings and grounds. When ordered by the Board of Directors, it shall purchase such furniture and supplies as are necessary for the Synagogue, supervise all repairs and alterations ordered by the Board and examine and approve all bills contracted for in conjunction with those matters, prior to payment of the same. The Committee shall present a monthly report of its work to the Board of Directors and shall submit a written report at each meeting of the Congregation.
Section 7. Ritual Committee. With the approval of the Board of Directors, this Committee shall formulate rules and regulations for all religious observances and activities in the Synagogue in coordination and cooperation with the Rabbi, to include the character and mode of such religious services and shall provide ushers and gabbaim when required, and shall assist the Rabbi in maintaining decorum at religious services. The Rabbi, in a manner consistent with the rulings of the Law Committee of the Rabbinical Assembly, shall be the final authority of matters of Halakhah.
Section 8. Cemetery Committee. With the approval of the Board of Directors, this Committee shall have charge of all matters incident to the burial, in any cemetery over which Temple Israel has control and/or authority, of a member of the Congregation or the members of his or her family, in accordance with the rights, rules and traditions of Conservative Judaism. The Cemetery Committee shall adopt its own rules and regulations which shall be subject to the approval of the Board of Directors. The Chairman of the Cemetery Committee shall have the authority to countersign all permits for burials and all deeds for burial lots.
Section 9. Dedication and Memorials Committee. This Committee shall be responsible for raising funds for the Temple through the use of memberships in perpetuity, endowments and similar programs.
Section 10. Adult Education Committee. This Committee, in conjunction with the Rabbi, develop a program of adult education for the Congregation and then see to its implementation and supervision.
Section 11. Finance & Budget Committee. The Finance and Budget Committee shall supervise all financial affairs of the Temple, shall see to it that the property of the Congregation is properly insured, and shall engage an accountant to examine and audit the books, records and reports of the Temple. The Committee Chairperson shall report to the Board of Directors on the finances of the Temple at each meeting and shall present a written report of its work to the Congregation at each congregational meeting. The Committee shall establish the fees and prices for the rental of all seats in the Temple, subject to the approval of the Board of Directors. At the commencement of each fiscal year, the Committee shall submit an itemized budget of estimated expenditures and income at the end of the year and the Committee Chairperson shall submit a complete report of the income and expenditures (assets and liabilities of the Congregation) for the fiscal year then ended. The Committee shall also have responsibility for the sale of all memorial tables and certain fundraising activities of the Temple.
MEETINGS OF THE CONGREGATION
Section 1. There shall be three (3) meetings of the membership of the Congregation during each fiscal year in the Fall, the Winter and May.
Section 2. Special meetings of the Congregation may be called by the President or upon any ten (10) members in good standing petitioning the President to call a special meeting. In either case, the special meeting will be called on no less than five (5) days written notice to the membership, which notice shall set forth the purpose or purposes for which the special meeting is to be held and no other business shall be transacted at such special meeting.
Section 3. The three (3) regular meetings of the Congregation held during the Fall, the Winter and May during each year shall be held on a date designated by the President and a minimum of ten (10) days of written notice of each regular meeting shall be mailed to all members of the Congregation. At the annual May meeting, the election of the officers and directors shall take place, the Board of Directors shall recommend a budget for the following fiscal year for approval by the members, as well as other such business as may properly come before the meeting.
Section 4. A quorum of the membership of the Congregation shall consist of not less than fifteen (15) members in good standing for the purpose of regular, special or annual meetings, but a lesser number shall have the right to open a membership meeting for the purpose of adjourning the meeting to any future date.
Section 5. Except as otherwise provided in the Articles of Incorporation and By-Laws of Temple Israel, all votes at any meeting of the Congregation or Board of Directors shall require a majority of those voting for passage. In addition, all voting shall be by secret ballot, unless a majority of those present request an open ballot. In addition, all voting shall only by done by those present and there shall be no voting by proxy.
RULES AND REGULATIONS
Section 1. The Board of Directors may, from time to time, make rules and regulations governing the business of the Congregation provided, however, that such rules and regulations shall not be inconsistent with the Articles of Incorporation and these By-Laws.
Section 2. The Board of Directors may by their rules and regulations change the rights and duties of all committees.
AMENDMENTS AND CHANGES
Section 1. The By-Laws of this Congregation shall be amended in one (1) of the following ways:
(a) The Board of Directors may recommend a proposed Amendment:
(1) the Amendment shall be approved by two-thirds (2/3) vote of the Board of Directors;
(2) not more than sixty (60) days following the decision of the Board of Directors, a special meeting of the Congregation shall be held (unless a regular meeting of the
Congregation is due to be held within such sixty (60) day period) to consider the recommendation of the Board of Directors.
(3) a vote shall be taken at such meeting and the Amendment shall be deemed adopted if approved by two-thirds (2/3) of those present voting in favor of the proposed amendments.
(b) twenty (20) members in good standing of the Congregation may petition the Board of Directors;
(1) the Board of Directors shall make its recommendation to the Congregation in not more than sixty (60) days following receipt of the petition;
(2) a special meeting of the Congregation shall be called not more than sixty (60) days following the decision (unless a regular meeting of the Congregation is scheduled for
such period) to consider amendments submitted by the petition; and
(3) the proposal shall be deemed adopted if approved by more than two-thirds (2/3) of those present voting in favor of the proposed amendments.
Section 2. In the event the Board of Directors believes any particular issue affecting the Congregation should be voted upon by the members of the Congregation, the Board of
Directors, in its discretion, shall schedule a special meeting for the purpose for presenting such issue or issues to the Congregation, together with its recommendations thereon,
and setting forth any particular requirements relating to a vote and/or approval of the same.
Section 3. The Congregation shall be notified of any proposed amendment to the By-Laws and/or any particular issue upon which the Board of Directors believes a congregational
vote should be taken, not less than fourteen (14) days prior to a scheduled meeting of the Congregation.
Section 4. No defeated amendment shall be resubmitted for a vote within a period of twelve (12) months from the date of its rejection
Section 5. The Articles of Incorporation and By-Laws of the Congregation may not be suspended.
ROBERT’S RULES OF ORDER
Section 1. Robert’s Rules of Order shall be the standard for parliamentary practice and procedure at all meetings of the Congregation and its Board of Directors.
Section 1. No director shall be personally liable for monetary damages for any action taken or any failure to take action unless such director has breached or failed to perform the duties of his office and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
Any person including but not limited to directors, officers, employees, and agents, their heirs, executors and administrators, shall be indemnified and saved harmless out of the assets of the corporation from and against all actions, costs, charges, losses, damages and expenses which they shall or may incur or sustain by or by reason of any act done concurred in or committed in or about the execution of their duty, or supposed duty, in their respective positions, provided however, that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted self-dealing, willful misconduct or recklessness.
Expenses incurred by an officer, director, employee or agent in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.
The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall unless otherwise provided when authorized or ratified continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to benefit of the heirs, executors and administrators of such person. This right of indemnification is not intended to exclude other rights of such persons under the law.
All former By-Laws of the Congregation and any amendments thereto are hereby repealed in their entirety.