PROPOSED CHANGES IN THE BY-LAWS OF CONGREGATION SONS OF ISRAEL 2005 By-Laws All of the following are based on the By-Laws of September 2005 of Congregation Sons of Israel  ARTICLE THREE Members Sec. 1  ARTICLE THREE Members Sec. 1. Any Jew or Jewess, over the age of 18 years is eligible for membership, and shall become a member when approved by the Membership Committee. A husband and wife or single person who are members shall constitute a family. The first four words would be replaced by:  ... Any Jewish person, ....  Effective July 1, 2008  ARTICLE FOUR 2  Meetings of Members Sec. 2  ARTICLE FOUR Meetings of Members Sec. 2. At such membership meeting, the members shall elect from those previously nominated as set forth in Article Nine, a Board of Trustees consisting of 40 members as provided in Article Six, Section 1, and shall elect the officers of the Congregation from among the trustees.  Sec. 2. would be amended to read:  Sec. 2. Every year at such membership meeting, the members shall elect for a term of three years, one-third of the Board of Trustees from those previously nominated as set forth in Article Nine. The number ofTrustees shall consist of 36 members, as provided in Article Six, Section 1, and shall elect the officers of the Congregation from among the trustees. In order to effectuate this amendment to the By-Laws for the fiscal year 2008-2009 the Nomination Committee in 2008 shall elect  twelve members of the Board of Trustees for a term of one year, twelve members of the Board of Trustees for a term of two years  and twelve members of the Board of Trustees for a term of three years. Thereafter, at each election each member who is elected  shall serve for a term of three years.  Effective July 1,2008  ARTICLE FIVE Officers Sec. 1  ARTICLE FIVE Officers Sec. 1. The officers of the Congregation shall consist of a President, First Vice-President, Second Vice-President, Third Vice-President, Chairman of the Board of Trustees, Vice-chairman of the Board of Trustees, Treasurer, Recording Secretary, Financial Secretary and Budget Director, all of whom shall hold office, barring death or written resignation, until their successors are elected. All these officers shall be nominated and elected as provided in Articles FOUR And NINE of these By-Laws.  Sec. I would be amended by deleting:  ... and Budget Director ...  The language would therefore be modified to read:  … Recording Secretary and Financial Secretary,…  Effective July 1, 2008  ARTICLE FIVE 4  Officers Sec. 2 (b)  Sec. 2. The President  (b) The President shall appoint the officers and all members of the Finance Committee; and the Chairman, Vice-Chairman and Secretary of the following commit-tees: Philanthropic, Ritual, Education, Youth Activities and Cultural.  Sec. 2 (b) would be amended as follows:  (b) The President shall appoint the Chairman and two members of the Executive Committee, who shall be members of the Board of Trustees, as provided in Article 7, Sec. 2 (1). The President shall also appoint the Chairmen of all committees.  Effective July 1,2008  ARTICLE FIVE Officers Sec. 4 and 6  Sec4. would be amended by deleting subparagraph (b) which provides:  Shall appoint the Chairman, Vice-Chairman and Secretary of all committees except those specified in Sect. 2 (b) of this Article, and  other than the Nominating Committee.  Sec. 6. would be amended by adding to it the text of Sec. 9. as follows: Sec. 6. The Treasurer  (a) Shall have custody of and be responsible for all funds of the Congregation; shall invest all funds of the Congregation in such  institutions as a fiduciary is permitted to invest in, in accordance with the laws of the State of New York, as designated by the President and Treasurer with the approval of the Board of Trustees; shall keep such accounts in the name of the Congregation; shall cause to be disbursed such funds as are directed to be paid by the order of the Board of Trustees; shall, at the meetings of the Board of Trustees, present a statement of the financial affairs of the Congregation.  1.(b) In the event of the Treasurer' s absence or inability to attend to the duties of his office, the Board of trustees shall appoint a temporary Treasurer from among their number, under such regulations as they may prescribe.  2.(c) Shall submit records to a Certified Public Accountant, if requested by the Board of Trustees or required by law, either for review or audit.  1.(d) Shall prepare the annual budget of the Congregation and shall submit it to the Executive Committee for its consideration and  he shall confer with the Executive Committee concerning same. The report of the Executive Committee shall be submitted to the  Board of Trustees for approval or modification and then submitted to the annual meeting for adoption.  ARTICLE FIVE 6 Officers  Sec. 9  1.(e) Sec. 9. The Budget Director.  Sec. 9 would be amended to read: Sec. 9. Not used.  Effective July 1,2008  ARTICLE FIVE 7 Officers Sec. 10  Sec. 10. All checks, drafts, notes and other instruments for the payment of money authorized by the Board of Trustees shall be signed by any two of the following officers: The President, Chairman of the Board of Trustees, the First Vice-President, Treasurer, or the Budget Director.  Sec. 10 would be amended by removing the last five words and replacing it with: ... , or Treasurer.  Effective July 1, 2008  ARTICLE FIVE 8 Officers Sec. 12  Sec. 12. If an officer other than First Vice-President or Second Vice-President resigns, dies or ceases to be a member of the  Congregation, the President shall appoint a member of the Board of Trustees to fill that vacancy for the remainder of the term. If  there is more than one vacancy among the Vice-Presidents, the President shall appoint a member of the Board of Trustees as  successor Vice-President so that there will always be two Vice-Presidents in office. If a vacancy so filled is for a period of more  than five months, the officer so appointed shall be considered to have served a full term.  Sec. 12. would be amended as follows:  Sec. 12. If any officer other than the President resigns, dies or ceases to be a member of the Congregation or the Board of Trustees, the President shall appoint a member of the Board of Trustees to fill that vacancy for the remainder of the term, subject to the approval of the Board of Trustees. If a vacancy so filled is for a period of more than five months, the officer so appointed shall be considered to have served a full term.  Effective July 1, 2008  ARTICLE SIX Board of Trustees Sec. 2  ARTICLE SIX Board of Trustees  Sec. 2. Not used.  Sec. 2. would be amended as follows:  Sec.2. One-third of the Board of Trustees shall be elected every three years (except as provided in Article Four, Sec. 2) at the same meeting of the members in which the officers of the Congregation are elected, and shall serve for three years. A President of the Sisterhood, if in existence (and a member of the synagogue), and a President of the Couples Club, if in existence (and a member of the synagogue), shall be included ex-officio among the 36 members of the Board of Trustees, unless they are already members.  Effective July 1, 2008  ARTICLE SEVEN 10 Committees Sec. 2  ARTICLE SEVEN Committees Sec. 2. The standing committees and their functions shall be those set forth below. The Chairman of the Board may appoint additional committees and designate their functions. To be amended by adding the following language and deleting Paragraphs (a) through (p) and substituting the following. Duties for committees in (a) through (i) below are same as in Sept. 2005 By-Laws:  Sec. 2. The standing committees and their functions shall be those set forth below.  1.(a) RITUAL ___  2.(b) BOARD OF EDUCATION ____  3.(c) LEGAL AND BY-LAWS ----  4.(d) MEMBERSHIP ....  5.(e) NOMINATING ___  6.(f) YOUTH ---  7.(g) CULTURAL AND SOCIAL ----  8.(h) FUND-RAISING ....  9.(i) VISITING (Bikur Cholim) ....  10.(j) BUILDING  To make recommendations to the Board of Trustees of changes and improvements in the physical properties of the Congregation  and to supervise and have jurisdiction over the implementation thereof. To supervise and have jurisdiction over the maintenance of  the physical properties of the Congregation.  11. (k) CATERING  To supervise the activities of a caterer or caterers.  12. (l) EXECUTIVE  To advise the President and Chairman of the Board of Trustees on matters to be brought before the Trustees; to receive and consider the proposed budget prepared by the Treasurer, and to advise the Board of Trustees in connection therewith; to advise the Board on ways and means for maintaining such budget, and on all proposed expenditures not contained in the budget. This Committee shall consist of twelve voting members, inclusive of its chairperson, which shall include the nine officers of the Congregation, and two members of the Board of Trustees who are not officers who shall be appointed by the President. The President may also designate other Trustees to serve as advisory members without a vote.  Effective July J, 2008  ARTICLE SEVEN Committees Sec. 3  Sec.3. OTHER COMMITTEES  The Board of Trustees may from time to time provide for other and additional committees and their functions. The Chairman, Vice Chairman and Secretary of each such Committee shall be appointed by the Chairman of the Board of Trustees.  Sec. 3. would be amended as follows:  Sec.3. OTHER COMMITTEES  The Board of Trustees may from time to time provide for other and additional committees and their functions. The Chairman of  each such Committee shall be appointed by the President.  Effective July 1,2008  ARTICLE EIGHT Nominating Committee Sec. 1 and 3  ARTICLE EIGHT Nominating Committee  Sec. 1. This Committee shall consist of the Chairman, designated by the Chairman of the Board of Trustees, and of ten additional members to be elected as provided hereinafter.  Sec. 1. would be amended to read:  This Committee shall consist of the Chairman, designated by the President and if the President is unavailable to designate such  Chairman, then by the Chairman of the Board of Trustees, and of eleven additional members to be elected as provided hereinafter.  Effective July 1,2008  Sec. 3. The members of the Committee, other than its Chairman, shall be elected by the Board of Trustees at least six months before the annual meeting of the Congregation, subject, however, to the Board giving due consideration to the recommendations of the Chairman of the Nominating Committee. Of the total membership of this Committee, other than Chairman named above, eight shall be members of the Board of Trustees and four shall be members of the Congregation who are not members of the Board of Trustees. Vacancies in the membership of this Committee may be filled by the Board of Trustees.  Sec. 3. the second sentence would be amended to read:  Of the total membership of this Committee, other than Chairman named above, five shall be members of the Board of Trustees and  three shall be members of the Congregation who are not members of the Board of Trustees.  ... and the final sentence would be deleted.  Effective July 1, 2008  ARTICLE EIGHT Nominating Committee Sec. 4 and 5  Sec. 4. No member shall be eligible to serve on this committee for more than three consecutive years.  Sec. 4. would be amended to read:  Sec. 4. No member shall be eligible to serve on this committee for more than three consecutive elections.  Effective July 1,2008  Sec. 5. The last two ex-presidents and the last two former Chairmen of the Board shall, if they are members of the Board of Trustees, serve as members of this Committee but without the right to vote.  Sec. 5. would be amended as follows:  Sec. 5. The last two ex-presidents available shall, if they are members of the Board of Trustees, be appointed by the President, to serve as members of this Committee but without the right to vote.  Effective July 1, 2008  ARTICLE NINE 14 Nominations Sec. 1  ARTICLE NINE Nominations Sec. 1. The Nominating Committee shall nominate from among the members of the Congregation 40 Trustees and, from among them, a President, First Vice-President, Second Vice-President, Third Vice-President, Chairman of the Board, Vice-Chairman of  the Board, Treasurer, Recording Secretary, Financial Secretary, and Budget Director.  Sec. I. would be amended as follows:  The Nominating Committee shall nominate from among the members of the Congregation, 12 Trustees of the 36 Trustees required (except in the year 2008-09 as provided in Article 4, Sec. 2) and, from among them, a President, First Vice-President, Second Vice-President, Third Vice-President, Chairman of the Board, Vice-chairman of the Board, Treasurer, Recording Secretary and Financial Secretary.  Effective July 1,2008