DRAFT BYLAWS OF KIBBUTZ SHILOH, INC.
ARTICLE I – NAME, PURPOSE
SECTION 1.1 Name: The name of the corporation shall be Kibbutz Shiloh, Inc (the “Corporation”).
SECTION 1.2 Offices: The initial principal office of the Corporation shall be located at 277 Rowe Grade
Road, Glenwood, NM 88039. The corporation may from time to time establish such other offices as the
Board of Directors may designate or move the principal office as the affairs of the corporation may require.
SECTION 1.3 Purpose: The Corporation is organized for any and all lawful purpose allowed under the
Nonprofit Corporation Act of the tate of New Mexico including, but not limited to the building and
operating a Hebraic/ Messianic Karaite religious association in the form of a “kibbutz” community for its
membership, under the supervision of Kehilat Shiloh, under Section 501(d) of the Internal Revenue Code.
ARTICLE II – MEMBERSHIP
SECTION 2.1 Members: The Corporation shall be a membership corporation in which all authority
and responsibility is vested in the Board of Directors voted into position at the Annual Meeting of the
Membership.
ARTICLE III – BOARD OF DIRECTORS
SECTION 3.1 General Powers: The business and affairs of the Corporation shall be conducted under the
direction of, and the control and disposal of the Corporation’s properties and funds shall be vested in, its
Board of Directors, except as otherwise provided within the Nonprofit Corporation Act of the State of New
Mexico, the Corporation’s Articles of Incorporation, or these Bylaws.
SECTION 3.2 Number, Election, Term and Qualification: The Board of Directors shall consist of not
less than three (3) Directors of the Corporation but not more than seven (7) Directors of the
Corporation. The number of Directors may be changed within this limit from time to time by resolution of
the Directors. Directors shall hold office for a term of up to seven (7) years per term or until he or she
fulfills their term,dies while in office, is removed by action of the Board, or resigns therefrom.
SECTION 3.3 Board Member Attendance: If a Director fails to attend a minimum of three (3) meetings
consecutively per year, that Director will be deemed to have resigned and his or her position shall be
deemed to have become vacant for the remainder of his or her term or until the vacancy is filled pursuant to
Section 3.5 of these Bylaws. At the discretion of the Board Chair, or the Executive Director, imposition of
this rule may be waived and absences excused due to extenuating circumstances.
SECTION 3.4 Nomination of Directors: Recommendations for Director nominees may be submitted by
Directors, Officers, employees, volunteers, or members to the Board of Directors.
SECTION 3.5 Vacancies: Any Director may resign at any time by giving written notice to the Board
Chair, Executive Director, President, or the Secretary of the Corporation. Such resignation shall take effect
at the time specified therein, and, if not specified therein, it shall take effect upon receipt and the
acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the
Board of Directors for any reason may be filled by the affirmative vote of a majority of the remaining
Directors then in office, even if less than a quorum, to be affirmed by a majority vote of the membership.
SECTION 3.6 Regular Meetings: The regular annual meeting of the Board of Directors shall be held each
year on or before the 24th day of April at the time and place determined by the Board for the purpose of
electing Officers and for the transaction of such other business as may properly come before the meeting.
There shall be no less than four (4) regular meeting(s), including any annual meeting, of the Board of
Directors in each calendar year, and the Board of Directors shall provide by resolution the time and place
for the holding of such additional regular meetings.
SECTION 3.7 Special Meetings: Any Director of the Corporation may call a special meeting of the Board
of Directors whenever he or she deems it necessary. Notice of each special meeting stating the purpose,
place, day and time of the meeting shall be given to each Director at his or her last known business or home
address at least seven (7) business days prior thereto by the mailing of written notice, or at least seven (7)
business days prior thereto by personal delivery of written notice or by telephonic notice or other electronic
means of notice (and the method of notice need not be the same for each Director). If mailed, such notice
shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid. If sent
by facsimile machine or other electronic means, such notice shall be deemed to be given when the facsimile
machine or other electronic means prints or acknowledges that the transmission was successfully executed.
SECTION 3.8 Waiver of Notice: Any Director may waive receipt of notice of any meeting before, at, or
after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such
meeting except where a Director attends for the express purpose of convening the meeting or objecting to
the transaction of any business because the meeting is not lawfully called or convened. Neither the business
to be transacted nor the purpose of any regular meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
SECTION 3.9 Presumption of Assent: A Director of the Corporation who is present at a meeting of the
Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to the
action unless his or her dissent shall be entered in the minutes of the meeting, or unless he or she shall file
his or her written dissent to such action with the person acting as the secretary of the Corporation before
the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation
immediately after adjournment of the meeting or if dissent is not noted when the minutes are circulated or
approved, the dissenting Director(s) may direct its inclusion. Such right to dissent shall not apply to a
Director who voted in favor of such action.
SECTION 3.10 Quorum and Voting: A one-third majority of the Directors shall constitute a quorum for
the transaction of business at any meeting of the Board of Directors. Each Director shall be entitled to one
(1) vote and the vote of a majority of the Directors present in person at a meeting at which a quorum is
present shall be the act of the Board of Directors unless a greater number is specifically required by these
Bylaws, by the Corporation’s Articles of Incorporation or by state law. If less than a quorum is present at a
meeting, a majority of the Directors present may adjourn the meeting from time to time without further
notice other than announcement at the meeting, until a quorum shall be present. A Director may not vote or
act by proxy at any meeting of Directors.
SECTION 3.11 Compensation: Directors shall not receive compensation for their services as such,
although the reasonable expenses, determined by the per diem rate of the meeting location, of Directors for
attendance at Board meetings may be paid or reimbursed by the Corporation. Directors shall not be
disqualified from receiving reasonable compensation for services rendered to or for the benefit of the
Corporation in any other capacity, as long as such payments do not constitute inurement.
SECTION 3.12 Meetings by Telephone or Teleconference: Members of the Board of Directors or any
Committee may participate in a meeting of the Board or Committee by means of conference telephone or
similar communications equipment by which all persons participating in the meeting can hear each other at
the same time. Such participation shall constitute presence in person at the meeting unless the terms of the
specific meeting notice prohibit such participation.
SECTION 3.13 Action Without a Meeting: Any action required or permitted to be taken at a meeting of
the Directors or any Committee thereof may be taken without a meeting if a consent in writing, setting
forth the action so taken or to be taken, is signed by a two-thirds supermajority all of the Directors or
Committee members entitled to vote upon such action at a meeting. Such consent (which may be signed in
counterparts) shall have the same force and effect as a majority vote of the Directors or Committee
members.
SECTION 3.14 Board Chair or Executive Director: At its annual organizational meeting following the
annual meeting of members, the Board of Directors shall elect, from those who are, or are to be, Directors
of the Corporation, a Board Chair or Executive Director who shall, when present, preside at all regular and
special meetings of the Board of Directors and of the members of the Corporation, shall present at the
annual meeting of the members of the Corporation a report on the activities of the Corporation during the
preceding year, and shall generally perform all other duties incident to the office, required by these Bylaws
or from time to time assigned to him or her by the Board of Directors. Within the parlance of the
Corporation, the Board Chair or Executive Director shall also be referred to as the Office of the Regent.
SECTION 3.15 Vice Chair of the Board:. If one or more shall be elected by the Board of Directors from
those who are, or are to be, Directors of the Corporation, the Vice Chair(s) of the Board shall assist the
Board Chair, as requested, in the performance of his or her duties and shall have such other functions as
these Bylaws may provide or as the Board of Directors or Board Chair may assign from time to time. In
addition to the foregoing, the Vice Chair shall possess the powers and perform the duties incumbent upon
the Board Chair or Executive Director during his or her absence or disability. In the event there is more
than one Vice Chair, the Board of Directors shall designate one to possess the powers and perform the
duties incumbent upon the Board Chair during his or her absence or disability. Within the parlance of the
Corporation, the Vice-Board Chair or shall also be referred to as the Office of the Viceroy.
ARTICLE IV – OFFICERS AND AGENTS
SECTION 4.1 Number and Qualifications: The Officers of the Corporation shall consist of a President,
one or more Vice Presidents, a Secretary, a Treasurer, and such other Officers, Assistant Officers and
Agents, Assistant Secretaries and Assistant Treasurers, as may be deemed necessary or desirable by the
Corporation’s Directors or state law. Except as otherwise provided under state corporate statutes, any
number of these offices may be held by the same person.
SECTION 4.2 Election and Term of Office: The Officers of the Corporation shall be elected, for a term
commencing on election, by the Corporation’s Directors at the annual meeting of the Board of Directors
held after the annual meeting of members. Each Officer shall hold office for a term of seven (7) years or
until his or her successor shall have been duly elected and shall have qualified, plus three months of
mentoring, or until his or her earlier death, resignation, or removal.
SECTION 4.3 Removal: Any Officer or Agent may be removed by the Board of Directors, or a
Committee appointed by the Board for such purpose, with or without cause, whenever in its judgment the
best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of an Officer or Agent shall not
in itself create contract rights.
SECTION 4.4 Vacancies: Any Officer may resign at any time, subject to any rights or obligations under
any existing contracts between the Officer and the Corporation, by giving written notice to the Board Chair
or Executive Director, Vice-Board Chair, the President or the Secretary. An Officer’s resignation shall take
effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. A vacancy in any office, however occurring, may be
filled for the unexpired portion of the term by action of the Board of Directors if the vacant position is one
held by a Director or by the President; or by the President, with the advice and counsel of the Executive
Committee, if the vacant office is a staff position.
SECTION 4.5 Authority and Duties of Officers: The Officers of the Corporation shall have the authority
and shall exercise the powers and perform the duties specified by the President, the Board of Directors, or
these Bylaws, except that in any event each Officer shall exercise such powers and perform such duties as
may be required by law.
SECTION 4.5.1 President: As Chief Executive Officer, the President, under the supervision and
direction of the Board of Directors, shall carry on the general affairs of the Corporation. It shall be
his or her duty to approve the expenditure of monies appropriated by the Board of Directors in
accordance with the budget approved by the Board of Directors. The President shall make an
annual report and periodic reports to the Board of Directors concerning the programs of the
Corporation. He or she shall comply with all order from the Board of Directors. All Officers
(except the Board Chair or Executive Director and Vice Chairs), Agents and employees shall
report and be responsible to the President. He or she shall perform such other duties as may be
determined from time to time by the Board of Directors.
SECTION 4.5.2 Vice President(s): The Vice President(s) shall assist the President in carrying
out the programs of the Corporation. In the event of the prolonged absence or disability of the
President, the Board shall appoint one Vice President (the “Executive Vice president”) as acting
President and, as such, the acting President shall have all the authority and duties vested in the
President.
SECTION 4.5.3 Secretary: The Secretary shall attend the meetings of the members and of the
Board of Directors and, to the extent feasible, of all committees of the Board, and shall record the
proceedings of the Corporation and of the Board of Directors and of all Committees of the Board,
at their respective meetings. He or she shall provide for notification of the members and Directors
of the Corporation of their respective meetings in accordance with these Bylaws, shall be the
custodian of the corporate records, shall furnish certifications of Board actions, Bylaws, and
organizational documents, and shall perform such other duties as may be required by these Bylaws
or as may be assigned by the Board of Directors or the President. In the absence of the Secretary,
the Chair shall appoint a person to act as Secretary of a particular meeting.
SECTION 4.5.4 Treasurer: The Treasurer shall be the financial officer of the Corporation and
shall receive and deposit in a bank or banks to be approved by the Board of Directors all the
monies of the Corporation and keep an accurate account thereof. He or she shall make
disbursements subject to such regulations as may be determined from time to time by the Board of
Directors, and shall make reports of the finances of the Corporation annually and whenever
requested by the Board of Directors or the President. He or she shall perform such other duties as
may be required by the Bylaws or as may be assigned by the Board of Directors or the President.
At the end of his or her term of office, the Treasurer shall deliver to his or her successor all books,
monies and other property of the Corporation then in his or her possession. The Board of Directors
may require the Treasurer to give such security as it may direct for the faithful performance of his
or her duties.
SECTION 4.5.5 Assistant Officers: Assistant Officers may be appointed ands shall serve under
the direction of their perspective Senior Officer as directed by that Officer, the Board of Directors,
the Board Chair or Executive Director, or the Vice-Board Chair for the purpose appointed.
ARTICLE V – COMMITTEES OF THE BOARD
SECTION 5.1. Designation of Committees: The Board of Directors may designate one or more standing
or special Committees to direct the business of the Corporation. Each such Committee may exercise the
authority granted to it by the Board’s enabling resolution.
SECTION 5.2 Limitation on Committee Powers: No Committee shall have the authority of the Board of
Directors to amend, alter, or repeal these Bylaws; to elect, appoint, or remove any member of any such
Committee or any Officer or Director of the Corporation (except as specifically provided below in this
Section 5.2); to amend the Articles of Incorporation of the Corporation; to restate the Corporation’s
Articles of Incorporation; to adopt a plan of merger or adopt a plan of consolidation with another
Corporation; to authorize the sale, lease, exchange, or mortgage of all or substantially all of the property
and assets of the Corporation; to authorize the voluntary dissolution of the Corporation or to revoke
proceedings therefor; to adopt a plan for the distribution of assets of the Corporation; to amend, alter or
repeal any resolution of the Board of Directors; or as otherwise may be prohibited by law. Rules governing
procedures for meeting of any Committee of the Board shall be as established by the Board of Directors or,
in the absence thereof, by the Committee itself. If no rules are established, then the rules that govern the
directors shall govern each Committee. All Committees are to report promptly to the Board and only take
such action(s) as is (are) specifically designated in these Bylaws or in the resolution establishing the
Committee or setting forth its duties and responsibilities. Each Committee shall consist of two (2) or more
Directors and such other persons as the Board may designate, who need not be members of the Board of
Directors. The Board may designate one or more persons as alternate members of any Committee, and such
alternates may replace any absent or disqualified member of the Committee at any meeting of the
Committee. In the absence or disqualification of a member of the Committee, and the alternate(s), if any,
designated for such Committee member, the member or members of the Committee present at any meeting
and entitled to vote, whether or not they constitute a quorum, may unanimously appoint another person to
act at the meeting in the place of any such absent or disqualified member of the Committee or alternate.
Members of the Committee shall serve until the next annual meeting of the Corporation or until their
successors are appointed.
SECTION 5.3 Committee Chair: The Board Chair or Executive Director, with the approval of the Board
of Directors, shall appoint all Committee Chairs, typically but not necessarily being Vice-Chairs, for the
ensuing year at or within a reasonable time after the annual meeting of the Board of Directors. Committee
Chairs shall be members of the Corporation’s Board of Directors. If the Board of Directors establishes a
new Committee by resolution at a meeting other than the annual meeting of the Board of Directors, the
Board Chair or Executive Director, with the approval of the Board of Directors, shall similarly appoint its
Chair at the time the Committee is established or within a reasonable time after the establishment of the
Committee.
SECTION 5.4 Committee Meetings: Meetings of Committees of the Board of Directors may be called by
the respective Chairs thereof or by any two (2) members of the Committee. At all meetings of any
Committee, a majority of the members of the Committee shall constitute a quorum for the transaction of
business, and the act of a majority of the members of the Committee present at any meeting thereof at
which there is a quorum shall be the act of the Committee, except as may be otherwise specifically
provided by these Bylaws.
SECTION 5.5 Executive Committee: In the event the Board of Directors elects to establish an Executive
Committee, the President of the Corporation shall serve as the Chair of the Executive Committee.
SECTION 5.5.1 Powers and Functions: During the intervals between meetings of the Board of
Directors, the Executive Committee, if any, shall, subject to section 5.2 above, possess and may
exercise all the powers and functions of the Board of Directors in the management and direction of
the affairs of the Corporation in all cases in which specific direction shall not have been given by
the Board of Directors.
SECTION 5.5.2 Reports to Board Required: All actions of the Executive Committee shall be
reported to the Board of Directors at its next meeting succeeding such action. Regular minutes of
the proceedings of the Executive Committee shall be kept. A majority of the members of the
Executive Committee in office at the time shall be necessary to constitute a quorum and in every
case an affirmative vote of a majority of the members of the Committee present at a meeting shall
be necessary for the taking of any action.
ARTICLE VI – INDEMNIFICATION
SECTION 6.1 General: Except to the extent expressly prohibited by the Nonprofit Corporation Act of the
State of New Mexico, every member of the Board of Directors, Officer or employee of the Corporation
may be indemnified by the corporation against all expenses and liabilities, including counsel fees,
reasonably incurred or imposed upon such members of the Board, officer or employee in connection with
any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by
reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or
any settlement thereof, unless adjudged therein to be liable for gross negligence or intentional misconduct
in the performance of her/his duties. Provided, however, that in the event of a settlement the
indemnification herein shall apply only when the Board approves such settlement and reimbursement as
being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and
not exclusive of all other rights which such member of the Board, officer or employee is entitled.
ARTICLE VII – CONFLICT OF INTEREST
SECTION 7.1 Conflict Defined: A conflict of interest may exist when the interests or activities of any
Director, Officer or staff member may be seen as competing with the interests or activities of the
Corporation, or the Director, Officer or staff member derives a financial or other material gain as a result of
a direct or indirect relationship.
SECTION 7.2 Disclosure Required: Any possible conflict of interest shall be disclosed to the Board of
Directors by the person concerned, if that person is a Director or an Officer of the Corporation, or to the
President, or to such person or persons as he or she may designate, if the person is not a Director or Officer
of the Corporation.
SECTION 7.3 Abstinence from Vote: When any conflict of interest relates to a matter requiring action by
the Board of Directors, the interested person shall call it to the attention of the Board of Directors or its
appropriate Committee and such person shall not vote on the matter; provided however, that any Director
disclosing a conflict of interest may be counted in determining the presence of a quorum at a meeting of the
Board of Directors or a Committee thereof.
SECTION 7.4 Absence from Discussion: Unless requested to remain present during the meeting, the
person having the conflict shall retire from the room in which the Board or its Committee is meeting and
shall not participate in the final deliberation or decision regarding the matter under consideration. However,
that person shall provide the Board or Committee with any and all relevant information.
SECTION 7.5 Minutes: The minutes of the meeting of the Board or Committee shall reflect that the
conflict of interest was disclosed and that the interested person was not present during the final discussion
or vote and did not vote. When there is doubt as to whether a conflict of interest exists, the matter shall be
resolved by a vote of the Board of Directors or its Committee, excluding the person concerning whose
situation the doubt has arisen.
ARTICLE VIII – MISCELLANEOUS
SECTION 8.1 Books and Minutes: The Corporation shall keep correct and complete books and records
of accounts and financial statements and shall also keep minutes of the proceedings of its Board of
Directors. All books and records of the Corporation may be inspected by any Director or his or her
accredited agent or attorney, for any proper purpose at any reasonable time, and by such members who may
have voting rights. Any records required to be maintained by this Section may be maintained in electronic
format only.
SECTION 8.2 Conveyances and Encumbrances: Property of the Corporation may be assigned, conveyed
or encumbered by such Officers of the Corporation as may be authorized to do so by the Board of
Directors, and such authorized persons shall have power to execute and deliver any and all instruments of
assignment, conveyance and encumbrance; however, the sale, exchange, lease, or other disposition of all or
substantially all of the property and assets of the Corporation shall be authorized only in the manner
prescribed by the applicable law.
SECTION 8.3 Private Inurement: The Corporation is not authorized for profit and is to be operated
exclusively for one or more of the purposes specified in the Nonprofit Corporation Act of the State of New
Mexico and Section 501(d) of the Internal Revenue Code, or the corresponding section of any future
federal tax code, and in the promotion of the community and the official members of the community in
accordance with the purposes stated in the Corporation’s Articles of Incorporation. The net earnings of the
Corporation shall be devoted to the Corporation’s nonprofit purposes but remaining retained earnings may
inure equally to the benefit of the members as instructed by Section 501(d) of the Internal Revenue Code
and the Regulations attached to said code. No Director or person otherwise from whom the Corporation
may receive any property or funds shall receive or shall be entitled to receive any pecuniary profit from
the operation thereof, and in no event shall any part of the funds or assets of the Corporation be paid as
salary or compensation to, or distributed to, or inure to the benefit of, any member of the Board of
Directors; provided, however, that (a) reasonable compensation may be paid to any Director while
acting as an Agent, including consultant, contractor, or employee of the Corporation for services rendered
in affecting one or more of the purposes of the Corporation; and (b) any Director may, from time to time, be
reimbursed for his or her actual and reasonable expenses incurred in connection with the administration of
the affairs of the Corporation. If a Board Director is a member of the community then they are entitled to
their share of the retained earnings of the business operations held in trust by the Corporation.
SECTION 8.4 Dissolution: Upon dissolution of the Corporation, all property and assets of the
Corporation origionating from donations shall be paid over or transferred to one or more to an exempt
organization of like-kind or as described in Internal Revenue Code 501(c)(3). Property or funds
origionating from the business operations of the community are to be distributed to the members of the
community in the “pro-rata” share as designated in their membership accounts. The organization to receive
such donation origioned property shall be designated by the Board of Directors. Any assets not so disposed
of shall be disposed by a Court of Competent Jurisdiction of the county in which the principal office of the
corporation is then located, exclusively for such purposes or to such organization or organizations, as said
Court shall determine, which are organized and operated exclusively for such purposes.
SECTION 8.5 Checks, Drafts, Etc: All checks, orders for the payment of money, bills of lading,
warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by
such Officer(s) or agent(s) of the Corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors or of any Committee to which such authority has been delegated by
the Board. All checks issued by the Corporation shall require two signatures to authorize payment.
SECTION 8.6 Fiscal Year: The fiscal year of the Corporation shall be January 1 – December 31 but may
be changed by resolution of the Board of Directors if change is approved by the Internal Revenue Service.
SECTION 8.7 Investments: The funds of the Corporation may be retained in whole or in part in cash or
be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or
other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the
limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments,
and which are permitted to organizations exempt from Federal income taxation under Section 501(d) of
the Internal Revenue Code.
SECTION 8.8 Amendment: These Bylaws may be amended by a two-thirds supermajority majority vote
of the Board of Directors, provided prior notice is given of the proposed amendment in the notice of the
meeting at which such action is taken, or provided all members of the Board waive such notice, or by
unanimous consent in writing without a meeting.
SECTION 8.9 Severability: The invalidity of any provision of these Bylaws shall not effect the other
provisions hereof, and in such event, these bylaws shall be construed in all respects as if such invalid
provisions were omitted. The undersigned certifies that he or she is the Secretary of Kibbutz Shiloh, Inc, a
New Mexico Nonprofit Corporation, and that, as such he or she is authorized to execute this on behalf of
said Corporation, and further certifies that the foregoing Bylaws, consisting of eight (8) pages, including
this page, constitute the Bylaws of the Corporation as of this date, duly adopted by the members of the
Corporation at their organizational meeting.
Dated:
Corporate Secretary on Record:
Corporate President on Record:
Executive Director/Board Chair:
Vice-Executive Director/Vice-Chair:
Director of the Board of Record:
Director of the Board of Record:
Director of the Board of Record:
Director of the Board of Record:
Director of the Board of Record:
Director of the Board of Record:
