Temple Beth Sholom Master by-laws, February 12, 1998

TEM'PLT BETJf S'HOLO'M ny-LXWs ?> f i l /q. /?/c?^ TABLE OF CONTENTS ARTICLE I. NAME 2 ARTICLE II. OBJECT AND PURPOSES 2 ARTICLE III. MEMBERSHIP 3 ARTICLE IV. OFFICERS - THEIR DUTIES AND RESPONSIBILITIES 4 ARTICLE V. BOARD OF DIRECTORS - THEIR DUTIES AND RESPONSIBILITIES 7 ARTICLE VI. NOMINATIONS AND ELECTIONS 9 ARTICLE VII. VACANCIES 13 ARTICLE VIII. MEETINGS AND QUORUMS 14 ARTICLE IX. FUNDS AND REVENUES 15 ARTICLE X. PENALTIES 16 ARTICLE XI. STANDING COMMITTEES 17 ARTICLE XII. THE PULPIT 22 ARTICLE XIII. AMENDMENTS 22 1 TEMPLE BETH SHOLOM BY-LAWS ARTICLE I. NAME SECTION 1 This organization, named in its original Articles of Incorporation as the Jewish Community Center of Las Vegas, Inc., shall be known as Temple Beth Sholom. ARTICLE II. OBJECT AND PURPOSES SECTION 1 The objects and purposes of this organization shall be: (a) To provide, maintain and operate a suitable place of worship for members of the Jewish faith, in accordance with Conservative Jewish principles and practices, and in accordance with the United Synagogue of Conservative Judaism with which the Temple is affiliated; (b) To provide, maintain and operate suitable educational facilities for children and adults in all subjects related to Jewish history, Jewish religious principles and practices, and the Hebrew language; (c) To own, maintain and operate suitable and separate cemetery property; (d) To do all things necessary to further the foregoing and to promote Conservative Judaism in the community.) 2 ARTICLE III. MEMBERSHIP SECTION 1 Membership in this organization shall consist of men and women of the Jewish faith, over the age of 18 years, who desire to practice and perpetuate the teachings of the Jewish religion. Members in "good standing" are those whose current and prior financial obligations have been fulfilled. Each member in good standing shall have a vote on all matters calling for a vote of the membership; in the case of married couples holding membership in the Temple, husband and wife shall each have a vote. SECTION 2 All applications for membership, except honorary membership, shall be in writing on forms prescribed by the Board of Directors, and shall be accompanied by payment of a minimum of one-fourth of the annual dues for the applicable class of membership. Such applications shall be presented to the Membership Committee or to the Executive Director of the Temple. Applicants desiring membership six months after the fiscal year, will have their dues pro-rated through that fiscal year. SECTION 2 There shall be two classes of membership in the organization: General Membership and Honorary Membership. (a) General Membership shall mean all members, except Honorary Members, who regularly pay in full the dues and assessments fixed from time to time by the Board of Directors. (b) Honorary Membership shall mean those members, chosen by the Board of Directors, who are exempted from the payment of dues and assessments during their or their Jewish spouse's lifetime. SECTION 3 General Members and Honorary Members shall be entitled to the following rights benefits and privileges: (a) Voting rights at all general or special membership meetings; (b) Upon request therefore, two reserved High Holiday seats per family or one seat per single member in the Social Hall. Sanctuary seats and additional Social Hall seats may be purchased in accordance with the fee schedule established by the Board of Directors; (c) Religious school education for their children, per the fee schedule established by the Board of Directors; 3 (d) The right, if otherwise eligible, to be elected or appointed to the Board of Directors of this Synagogue. Membership in another synagogue shall not preclude a member of this organization from serving on the Board of Directors of this Synagogue, but no member may serve on the Board of Directors of this Synagogue while he/she serves on the board of another synagogue in Clark County, Nevada. (e) The right to purchase cemetery plots for Jewish family members in the cemetery grounds owned by the Temple, per the fee schedule and rules of Cemetery Contract established by the Board of Directors; (f) The right to join any petition addressed to the Board of Directors; (g) The right to purchase and place a Memorial Nameplate per a fee schedule established by the Board of Directors, on the Temple's permanent Memorial Tablets in memory of a deceased Jewish family member with placement determined by availability) (h) To enjoy any other rights, benefits and privileges established by amendment to these By-Laws or by the Board of Directors. ARTICLE IV. OFFICERS - THEIR DUTIES AND RESPONSIBILITIES SECTION 1 The Officers of this organization shall be a President, a First Vice President, a Second Vice President, a Treasurer and a Secretary. They shall all be signers on all synagogue accounts, but only two signatures shall be required for the signing of checks. SECTION 2 The President shall be the Chief Executive Officer of the organization and of the Board of Directors. The President (a) shall preside at all meetings and decide questions of order, (b) shall have access to all property and all books and records of the organization, (c) shall present the policies of the Board to the Membership, (d) shall, with the consent and approval of a majority of the Board of Directors, sign all contracts and other instruments, 4 (e) may form ad hoc committees and make appointments thereto, (f) may call meetings of the Executive Committee; (g) may call special meetings of the Membership and of the Board of Directors, (h) may sign orders for the payment of money and checks drawn on the bank accounts of the organization, in conformity with these Bylaws, (i) shall be an ex officio member of all committees, except the Nominating Committee, and (j) shall perform such other duties as usually pertain to the office of President. SECTION 3 The First Vice President shall assist the President and, in the absence of the President, officiate in his/her stead, and the Second Vice President in the absence of the President and First Vice President. (a) shall be an ex officio member of all committees, except the Nominating Committee, (b) may sign checks drawn on the bank accounts of the organization, (c) shall perform such other duties as usually pertain to the office of Vice President. SECTION 4 The Treasurer, whenever possible, should be a Certified Public Accountant or Accountant, and shall be responsible for the accounting of the funds of the organization. The Treasurer (a) shall chair the Budget and Finance Committee; (b) shall be obliged to sign all checks with the President, Vice Presidents or Secretary as a second signatory. In the Treasurer's absence, the President, Vice Presidents or Secretary may sign in his/her stead. (c) shall give a monthly financial report at each regular meeting of the Board and at such other times as the President, the Executive Committee or the Board of Directors may request. (d) shall give an annual financial report at the May meeting of the membership. 5 (e) shall, with the Executive Director and in consultation with the Budget and Finance Committee, be responsible for instituting and maintaining proper internal controls as they pertain to the receipt and disbursement of funds. (f) shall perform such other duties as usually pertain to the office of Treasurer. The Treasurer may delegate to the Executive Director and/or office staff (a) the responsibility for depositing the funds of the organization in such insured accounts as the Board of Directors may designate. (b) the maintenance, under his/her direction, of proper books and accounts of all transactions in accordance with generally accepted accounting principles. SECTION 5 The Secretary shall be responsible for keeping an accurate record of the proceedings at all meetings of the Executive Committee and the Board of Directors. The Secretary (a) shall chair the Nominating Committee; (a. 1) shall verify that each Auxiliary represented on the Board, has held an election (a.2) shall verify the person has been elected as President or Representative of the auxiliary (a.3) certify that each elected President or elected representative of the auxiliary who is to serve as a Representative on the Temple Board, is a full-dues paying General Member in their category (b) may sign checks drawn on the bank accounts of the organization (c) shall take Minutes at Personnel Sessions of the Board of Directors (d) shall sign and submit to the Board for approval, the Minutes of the last Board meeting, and shall submit to the Executive Committee, the Minutes of the last Executive Committee (e) shall perform such other duties as usually pertain to the office of Secretary or may be assigned to him/her by the President, the Executive Committee or the Board of Directors. 6 The Secretary may delegate to the Executive Director and/or office staff (a) the responsibility for submitting all communications to the proper officials (b) the responsibility for conducting all correspondence from the Board (c) the responsibility for keeping a correct alphabetical roll of all members, addresses, telephone and fax numbers, and such other personal data as the Board of Directors shall deem necessary (d)the responsibility of taking accurate Minutes at all Board and Executive Committee Meetings (e) the keeping of records concerning 1. the date of election of each Officer and each Director 2. attendance at Board meetings 3. vacancies in and appointments to each seat on the Executive Committee and each seat on the Board of Directors 4. the expiration date of the term of office of each Officer and each Director ARTICLE V. BOARD OF DIRECTORS - THEIR DUTIES AND RESPONSIBILITIES SECTION 1 The Board of Directors shall be composed of full dues paying General Members of the organization in their category whose current and prior financial obligations have been fulfilled, and shall consist of the following: (a) 15 members to be elected by the General Membership, (b) 1 representative from each adult group, auxiliary or association officially recognized by the Board of Directors, 7 (c) The immediate Past President of the organization. If his/her term as a Director has not expired, the immediate Past President shall resume his/her position as Director until the expiration of the term for which he/she was elected. Upon expiration of the immediate Past President's term as Director, his/her membership shall then continue on the Board in the capacity of immediate Past President, if such be the case. (d) All Past Presidents of the organization, except the immediate Past President, shall automatically become Members of the Board of Directors, with voice but no vote at Board meetings. SECTION 2 The Board of Directors is invested with the care, custody, management and control of the business, property and affairs of the organization. The Board shall (a) fix the dues of Members, all fees for services, and all fees for use of the organization's facilities; (b) hire and enter into contracts for the services of all non-professional personnel to fix their compensation and benefits. The Board may delegate this function to the Executive Director; (c) hire and enter into contracts for the services of a Rabbi and a Cantor, and to fix their compensation and benefits. Such a contract must be presented in final written form at a Special Closed Personnel Session of the Board and read in its entirety. The contract may be discussed when presented but it shall not be voted on until the next Special Closed Personnel Session of the Board which is to be scheduled within two weeks after the first meeting. The Board may offer contracts to other employees. (d) dismissal of employees will not occur without prior discussion with legal counsel. (e) have the power to remove, but only for cause, any officer or Director of the organization. Removal shall require passage by the number of Directors constituting no less than two/thirds of all Directors present at the meeting. This action shall not occur without prior discussion with counsel. (f) have the power to suspend, expel and reinstate Members upon written notification to the Board Members. This action shall not occur without prior discussion with counsel. 8 (g) have the power to appoint Honorary Members to the Board who shall have voice but no vote; (h) have the power to call Special Meetings of the Membership and of the Board of Directors as prescribed in Article VIII, Section 2 and Section 8; (i) have the power to incur indebtedness, to give security therefore, to authorize execution of encumbrances on the organization's property, have the power to buy, sell, pledge, mortgage or otherwise acquire or dispose of real property for any use or purpose deemed to be in the best interest of the organization. Any such decision requires written notification to the Board prior to any action being taken. Passage of such action shall be by a number of Directors constituting a majority of all Directors in office.) (j) have the power to do any lawful act necessary or desirable to carry out the powers set forth herein. SECTION 3 A vacancy on the Board of Directors shall be filled as provided in Article VII. SECTION 4 Directors shall serve for a term of 3 years. No person may serve for more than two consecutive terms. This term limit will not apply to any past president or an incumbent president. If a Director is appointed or elected to fill a vacancy on the Board and the remaining term of office at the time the Director is appointed or elected is more than 365 days, then the Director shall be deemed to have served for 1 term. ARTICLE VI. NOMINATIONS & ELECTIONS SECTION 1 Election of Directors shall take place at the Annual Meeting of the Membership in May. SECTION 2 The President shall appoint the Nominating Committee at the January Board meeting. The Nominating Committee shall be comprised of the Secretary who serves as chairman with a vote, two members from the Board of Directors, one past president and three members from the General Membership. The final selection of Candidates must be approved by at least 5 members of the Committee. All members of this Committee must be full-dues paying General Members. If the Secretary is a candidate for re-election, the President will appoint an alternate chairman. 9 SECTION 3 At the March Board Meeting, the Nominating Committee, appointed by the President in conjunction with the Secretary, shall submit to the Board of Directors the names of the candidates selected to run for the office of Director, together with a short resume of the qualifications of each candidate. All nominees must be full-dues paying General Members as per their applicable category and, (a) General Members for not less than six months preceding the date of the January Meeting.) (b) current on all financial obligations as agreed with the Temple, by January 1st: (c) unrelated to a current Director in a manner prohibited by Section 9 below; (d) present at the Annual Meeting or, prior to said meeting, must have served the Secretary of the Board with written acceptance of the nomination. (e) not a member of the board of another synagogue in Clark County, Nevada. SECTION 4 In addition to the nominations made by the Nominating Committee, further nominations may be made by Petition no later than 10 calendar days prior to the Annual Membership Meeting by any full-dues paying General Member. The Petition for nomination must be seconded by a full-dues paying General Member in good standing who is unrelated to the nominee in the manner prohibited by Article VI, Section 7, with a resume of his/her qualifications attached. Any Petition Nominees must meet the requirements of Article VI, Section 3. SECTION 5 The Proposed Slate of Directors is published in the March and April Bulletins, and mailed to the General Membership at the beginning of March. SECTION 6 Anyone wishing to seek election as a Director to the Board in May and have his/her name included on the ballot, must do so by written Petition no later than 10 calendar days prior to the Annual Membership meeting by any full-dues paying General Member. The Petition for nomination must be seconded by a full-dues paying General Member in good standing who is unrelated to the nominee in the manner prohibited by Section 9. All nominees nominated by Petition who seek election at the Annual Membership Meeting must be 10 a. Full-dues paying General Members for not less than six months preceding the date of the March Board Meeting b. in good standing as of the date of the March Board Meeting; c. unrelated to a current Director or nominee in the manner prohibited by Section 9 below; d. certified as eligible by the Secretary of the organization no later than 10 calendar days prior to the Annual Membership Meeting, and e. present at the Annual Membership Meeting to accept the nomination and must have available for review, a short resume of his/her qualifications for office, which must have been submitted with the original petition to the Nominating Committee. SECTION 7 All nominees nominated by Petition who seek election at the Annual Membership Meeting must be General Members for not less than six months preceding the date of the January Board Meeting; full-dues paying General Member in good standing as of the date of the March Board Meeting; unrelated to a current Director or nominee in the manner prohibited by Section 9, below; certified as eligible by the Secretary of the organization no later than 10 calendar days prior to the Annual Membership Meeting and present at the Annual Membership Meeting to accept the nomination by Petition, and must have the short resume of his/her qualifications for office which was previously submitted to the Nominating Committee; SECTION 8 At the Annual Meeting in May, the Secretary, as Chairman of the Nominating Committee presents the Proposed Slate of Directors and any Candidates by Petition, to the General Membership and states that all candidates are current on their financial obligations to the synagogue. (a) (b) (c) (d) (e) 11 SECTION 9 At no time shall a husband and wife, a parent and child, or siblings hold seats on the Board of Directors unless each of the related parties is elected to the Board by the Membership. If one member of a related pair holds an elected seat, the other is ineligible to serve on the Board unless he/she is elected by the Membership. If one member of a related pair holds either an appointed seat or a seat representative of an auxiliary, the other is ineligible to serve on the Board. SECTION 10 At the close of nominations, written ballots shall be prepared and distributed to General Members in good standing. To vote for a candidate, a member shall place an "X" or other appropriate symbol opposite the candidate's name, but no more or less than the number of Directors to be elected; otherwise the ballot is void. The candidates receiving a plurality of the votes cast shall be declared elected. In case of ties, a run-off election between the tied candidates shall be held immediately. SECTION 11 There will be five (5) Tellers appointed by the Chairman of the Nominating Committee. If the Secretary is a candidate for office, his/her election duties shall be carried out by the First Vice President, or the Second Vice President. SECTION 12 At the June Board Meeting, the Board of Directors shall elect the Officers of the organization for the ensuing year. (a) All Officers must have been elected by the Membership to their current term on the Board of Directors. The following are not eligible to serve as officers: (1) Presidential appointees (2) Nominees elected by the Board to fill a vacancy, and (3) representatives of adult groups, auxiliaries, or associations. (b) In addition, the offices of President and first Vice President must be held by Directors who have served on the Board no less than 365 days preceding the date of the June Board Meeting. The candidates for President and Vice President must have been elected to their seats on the Board at the time they are elected to office, but time served as an appointee shall be included in the calculation of the 365 day eligibility requirement. 12 ARTICLE VII. VACANCIES SECTION 1 A vacancy is created on the Board of Directors if (a) a Director resigns from the Board; (b) a Director is absent from more than four regular and/or Special Board Meetings in any calendar year without a reasonable excuse. The vacancy shall be deemed by the Secretary, to have been created on the date of the 4th Board Meeting from which the Director is absent. This information is to be brought to the Executive Committee first for its review. The Executive Committee shall discuss the situation with the Board Member. The Executive Committee shall then decide whether to retain or remove the Board Member and then bring its recommendation to the Board at its next regularly scheduled meeting.) (c) a Director is removed from the Board, pursuant to Article X, or (d) a Director dies during his/her term. (e) a Director or Officer is in arrears in his/her financial obligations SECTION 2 All vacancies shall be filled by the President with an eligible candidate and the appointment confirmed by the Board of Directors. SECTION 3 A member is not eligible to fill a vacancy if (a) he/she has ever been removed from the Board (b) within 3 years prior to appointment or election, he/she created a vacancy on the Board by being absent for more than 4 meetings in a calendar year. (c) within 1 year prior to appointment or election, he/she served any portion of a second consecutive term on the Board. 13 ARTICLE VIII. MEETINGS AND QUORUMS SECTION 1 The Annual Meeting of the membership shall be held in May each year on a date fixed by the Board of Directors. Written notice shall be mailed to the membership at least 15 days prior to the meeting. Annual reports of all committees shall be submitted to the President no later than 15 calendar days prior to the meeting and shall be available at the meeting for review by members. SECTION 2 Special meetings of the Membership may be convened in the following ways: (a) By order of the President; (b) By order of a majority of the Board of Directors; or) (c) By order of any 3 members of the Executive Committee; (d) By a petition signed by 36 full-dues paying General Members in good standing; and (e) Upon written notice mailed to the Membership at least 7 calendar days prior to the Special Meeting, specifying the purpose for which the meeting is called. No business shall be transacted at a Special Membership meeting, except for the purpose stated in the notice of the meeting. A quorum for the transaction of business at any Membership meeting shall consist of the number of members in good standing who attend the meeting. At any Membership meeting, each member in good standing shall have one vote in person on any question presented for a vote. The Board of Directors shall hold one regular meeting each month on a date they shall fix. Written notice of the meeting shall be mailed to each Director at least 10 calendar days prior to the meeting. A quorum of 10 voting Board Members is necessary for a vote and the transaction of business. If there is no quorum at the meeting, at the option of the President, business can still be discussed and a recommendation from those present can be brought to the next Board meeting for action where a quorum exists. SECTION 3 SECTION 4 SECTION 5 SECTION 6 14 SECTION 7 When a Special Meeting of the Board of Directors is convened, the Board of Directors must be notified by mail, fax or telephone at least 7 days prior to the Special Meeting, specifying the purpose for which the meeting is called. Special Meetings of the Board of Directors may be convened in the following ways: (a) By order of the President; (b) By order of 6 members of the Board of Directors; or (c) By order of 3 members of the Executive Committee; and SECTION 8 No business shall be transacted at a Special meeting of the Board, except for the purpose stated in the notice of the meeting. SECTION 9 Unless otherwise provided in these Bylaws, all questions at all Membership meetings, Board meetings, and committee meetings shall be determined by a majority vote of those present and constituting a legal quorum. SECTION 10 All voting at all Membership meetings, Board meetings, and committee meetings shall be conducted by a show of hands unless otherwise provided or requested. SECTION 11 There shall be no voting by proxy at any Membership meeting, Board meeting or committee meeting. SECTION 12 Robert's Rules of Order shall be the standard for parliamentary procedure in all meetings of the organization. All questions of order not embodied in these Bylaws shall be decided in accordance with the latest edition of Robert's Rules of Order. ARTICLE IX. FUNDS AND REVENUES SECTION 1 All funds of the organization shall be deposited in such Federally insured depositories as shall be designated by the Board of Directors. In the absence of a designation by the Board, the Treasurer may designate the Federally insured depositories. Contributions donated for a specified purpose shall be segregated and used only for that purpose. 15 Recognized auxiliaries, groups, or associations may maintain their own funds and records, subject to the restrictions set forth in Section 3, below. Each entity shall submit a semi-annual financial statement to the Board and at such other times as the Board or the Executive Committee may request. Surplus funds may be invested only in the following: (a) Obligations of the United States (b) Obligations of any State, County or Municipality in the United States that is prohibited by law from investing in derivatives. If the obligation is a Bond, it shall have a rating no lower than AA. (c) Bonds of the State of Israel. SECTION 4 The annual membership dues shall be fixed by the Board of Directors including, but not limited to, the amount, manner and time of payment. SECTION 5 The Board of Directors shall fix the fees and charges for all services offered and all functions performed by the organization, for the use of its facilities, for tuition in its educational system, excluding Men's Club, Seniors and Sisterhood. SECTION 2 SECTION 3 ARTICLE X. PENALTIES SECTION 1 A member shall cease to be in good standing and shall be in arrears on such terms and conditions as the Board of Directors shall fix, as defined in Article III, Section 1. SECTION 2 A member who is not in good standing shall not be entitled to any of the privileges of Membership. Privileges may be restored upon payment of all arrears. SECTION 3 A member who is in arrears may be suspended or dropped from Membership in the organization by a majority vote of the Board of Directors at a duly constituted meeting of the Board. SECTION 4 A member may be suspended or expelled for willful and deliberate violation of these Bylaws or of any rule or regulation adopted by the Board of Directors. A member so charged shall have a right to a hearing before the voting members of the Board in a closed and confidential proceeding. The decision of the Board of Directors shall be final, binding, and conclusive. 16 ARTICLE XI. STANDING COMMITTEES SECTION 1 The Standing Committees of the organization shall consist of no fewer than three members in good standing, including the Chair of the Committee who, unless otherwise provided, shall be a Director of the organization. Appointments to the Committees shall be made by the President and, unless otherwise provided, the Chair shall be named by the President. SECTION 2 The Standing Committees with the approval of the President, or in the President's absence, with the approval of the First or Second Vice President in conjunctions with the Treasurer, can authorize individual expenditures, within their respective budgets, that do not exceed 20% of the line item in the budget. Any expenditure which exceeds this limit shall first be approved by the Board of Directors. SECTION 3 All policies and procedures proposed by a committee in furtherance of its functions must be in writing and approved by the Board. SECTION 4 Any decision of, or action taken by, a committee may be overruled or pre?empted by the Board of Directors. SECTION 5 The Standing Committees are: (a) Budget and Finance (b) Executive (c) Facilities (d) Fundraising (e) Membership (f) Nominating (g) Personnel (h) Programming (i) Religious Education (J) Ritual (k) Youth Activities SECTION 6 The Budget and Finance Committee shall be chaired by the Treasurer and shall have jurisdiction over all budgetary matters. The Budget Committee shall (a) Submit an annual budget which has been prepared by the Executive Director in conjunction with the Budget and Finance Committee, for approval of the Board of Directors. The budget shall be submitted at the June Board meeting, or sooner if possible.) (b) Review the dues, assessments, pledges and accounts receivable of the organization.) (c) Submit to the Board for its approval, its recommendations for the future financial security of the organization. SECTION 7 The Executive Committee shall consist of the elected officers and the Immediate Past President. The President may, at his/her discretion, appoint an additional Director to this Committee who shall serve at the pleasure of the President. The Executive Committee shall (a) recommend policies of the organization to the Board of Directors for its approval; (b) handle all personnel matters pertaining to the Rabbi, the Cantor, the Education Administrator and the Executive Director, in which event the matter may be presented to the Board, in Closed Session, by the President; (c) shall make such adjustments in the dues, fees, and assessments of a member as they deem appropriate in light of the member's financial circumstances. In performing this function the Executive Committee may enlist the assistance of the Executive Director and/or a Board Member. (d) shall make such adjustments in the dues, fees, and assessments of a member as they deem appropriate in light of the member's financial circumstances. In performing this function the Treasurer may enlist the assistance of the Executive Director and/or appoint a sub-committee of the Budget and Finance Committee.; and SECTION 8 The Facilities Committee shall, in conjunction with the Executive Director: (a) Inspect the facilities and determine needed repair or maintenance; (b) Obtain bids for necessary work; 18 (c) Supervise the maintenance and repair of all Temple facilities and grounds, including the Rabbi's house; (d) Maintain a current inventory of all Temple property; (e) Supervise the selection of furnishings and appointments for the Temple; SECTION 9 The Fundraising Committee shall (a) organize events to raise money for the synagogue (b) maintain a master calendar of fundraising events SECTION 10The Membership Committee shall (a) develop and implement a plan for contacting unaffiliated Jews in the community with the aim of inviting them to become members of the organization, (b) create programs and activities to welcome and involve new members into congregational life, (c) be responsible for greeting members and guests at all religious services, (d) co-ordinate with the Programming Committee to create programs and activities aimed at retention of members, and (e) acknowledge applications for membership and welcome new members.) SECTION 11 The Nominating Committee shall be chaired by the Secretary of the organization. If the Secretary is a candidate for re-election, the President shall appoint an alternate to serve as Chairman of the Nominating Committee. The Nominating Committee shall (a) perform the duties set forth in Article VI and Article VII, (b) in aid of the performance of its duties, seek out eligible members willing to fill positions on the Board of Directors, and maintain a list of candidates for future nomination, (c) entertain recommendations from the members of the organization, 19 SECTION 12 The Personnel Committee shall handle all personnel ma