United Synagogue of Conservative Judaism Board of Directors Meeting Sunday, June 8, 2014 USCJ Offices 820 Second Avenue, New York, NY 10017 ATTENDANCE LIST Board Members Ross Abelow **Alan Ades William Bresnick Julian Brook Mueriel Carp ** Greg Derin Dr. Jack Fein Dr. Jacob Finkelstein Margo Gold Steve Golub Michael Greenberg Richard Helfand Scott Kaplan Bernard King-Smith Temma Kingsley **Franklin Kreutzer Eliot Meadow Jedd Moskowitz Marc Neiwirth Fred Passman Margie Pomerantz Haran Rashes Alan Reid Dr. David Reifler Harvey Rosen **Gary Rosenthal **Dr. Vivian Saper Naomi Schimmer Richard Skolnik Howard J. Sniderman Robert Sunshine **Robin Weinberg **Alan Weissman METNY Northeast Southeast Seaboard Southeast Seaboard Central Pacific SW Northeast Northeast Southeast Seaboard Northeast METNY Central Southeast Seaboard Northeast METNY Southeast Seaboard Northeast Southeast Seaboard NAASE Mid-Atlantic Northern Pacific Central METNY Central Mid-Atlantic Mid-Atlantic Northern Pacific Mid-Atlantic METNY Northern Pacific Southeast Seaboard Southeast Seaboard Pacific Southwest ** Participated via WebEx or Phone Marty Werber Patty Werschulz Dr. Marilyn Wind Stephen Wolnek Judy Yudof Staff Kenny Altman Jonathan Boiskin Rabbi Paul Drazen Rabbi Paul Freedman Wendy Glick Jerry Herman Adam Kofinas Marty Kunoff Vivian Lewis Barry Mael Gary Sebold Rabbi Andy Shugerman Guests Adrienne Brook Lisa King-Smith METNY Mid Atlantic Southeast Seaboard METNY Northern Pacific United Synagogue of Conservative Judaism Board of Directors Meeting Sunday, June 8, 2014 United Synagogue Offices 820 2nd Avenue, 10th Floor Conference Room, New York, NY 10017 Part 1 of 2 International President Richard Skolnik opened the meeting at 10:00 a.m. Ariel Weg of Nativ 33 delivered the D’var Torah. ROLL CALL Mr. Skolnik called the roll, and introduced new Board member Marc Neiwirth, attending his first Board meeting as the representative of NAASE. APPROVAL OF MINUTES Mr. Skolnik asked for a motion to approve the minutes of: March 9, 2014 Board meeting March 13, 2014 Special Board meeting April 3, 2014 Special Board meeting On a motion by Mueriel Carp, seconded by Alan Reid, the minutes for all three meetings were approved as submitted. PRESIDENT’S REPORT Mr. Skolnik reported that CJ magazine recently won the Simon Rockower Award for Excellence in Jewish Journalism, and offered special congratulations to co-editors Andrea Glick and Rhonda Kahn. The magazine was awarded first place for “The Urban Rabbi,” the profile of Rabbi Daniel Burg of Beth Am, Baltimore that was the profile for the cover story of our December 2013 issue. Rabbi Burg is the nephew of Board member Bob Sunshine. Our First Annual Day of Service took place on May 22, 2014. USCJ staffers and lay leaders nationwide participated in a variety of volunteer projects, ranging from visits to assisted living centers, conducting “mock” job interviews with out of work baby boomers looking to reenter the work force, and assembling food baskets for homeless and low income individuals and families. Mr. Skolnik thanked all who were responsible, including Vivian Lewis, Director of Human Resources, and Wendy Glick, Annual Giving Director, for the planning and implementation of this meaningful program. We plan on having more lead time for next year’s program in order to get more of our kehillot involved. 1 The USCJ/Nefesh B’Nefesh partnership continues with great success through the Ma’alot Grant Program which is now in its fourth year of providing grants for Israel education and advocacy programs to some 100 synagogues. Since the inception of the program, over $250,000 has been awarded to our kehillot. The Lone Soldier Program continues with great success, providing hospitality and housing to young American men and women who are serving in the Israeli Defense Force away from their own homes. Mr. Skolnik specifically acknowledged Rabbi Paul Freedman, United Synagogue’s Director of Strategic Israel Partnerships, for the role he plays in the Lone Soldier Program. Board members were encouraged to mark their calendars and to begin making travel plans for the USCJ Board Mission to Israel, September 7 – 14, 2014, which will include our next USCJ Board meeting to be held at the Fuchsberg Jerusalem Center on Sunday, September 14. The tentative start time is 4 pm Israel time. CEO’S REPORT Rabbi Steven Wernick began by previewing our end of year report that is in process and to be completed by the end of this month. The Centennial Celebration in Baltimore was a huge success, with more than 1,200 people in attendance. We had a huge bump from the convention in a variety of ways, e.g. our dues collection is currently ahead of projections and we attribute that to the success of the convention. This year, we have had more than 1,000 people participate in our learning activities. We have had more than 100 kehillot participate in our “action” activities, e.g. SULAM. Rabbi Wernick is proposing that kehilla presidents return from SULAM training with 5 action items to be carried out over the next two years. Regarding USY, the USY Board meeting in New Orleans this past December was very successful. In addition, 16-year-old Valerie Weisler has won the Jefferson Award for Public Service for her “Validation Project” combating bullying and advocating for awareness and acceptance of LGBT teens. Valerie will have the opportunity to meet President and Mrs. Obama to share her project and emphasize how USY influenced her passion for change. Rabbi Wernick introduced a slide presentation on the restructuring of both the Kehilla Strengthening and Transformation Department (KST) and the Education Department, based on recommendations made in the 2014 Strategic Plan. International Past President Judy Yudof made a suggestion that we communicate the news of the restructuring, specifically the details of staffing percentages on slide #5, to our kehillot in the best light possible to make sure that we are presenting the restructuring for the positive move that it is. Rabbi Wernick acknowledged staff that will be leaving us over the next month, some due to restructuring – Norman Ferstenberg, Wendy Light, Rabbi Jim Rogozen, Rabbi 2 Eliseo Rozenwasser, and Marci Wiseman, and others due to retirement – Dr. Elaine Cohen and Suzanne Goldstein. It was also noted that Charlie Savenor will be leaving us to work for Park Avenue Synagogue as the Director of Congregational Education. Vice President Temma Kingsley commented that Rabbi Rogozen was informed of this restructuring quite some time ago and that he has always conducted himself in an exemplary manner as the team player that he is. REPORT ON UBANK LOAN CLOSING, INITIAL DRAWDOWNS, AND TIMETABLE FOR CLOSING ON REMAINDER OF LOAN Jerry Herman, Chief Operating Officer, reported that in December, the Board approved a short-term monetization loan of $2M. $880K of the loan closed in May, 2014 and the remainder is scheduled to close this coming week (week of June 9, 2014). The amount used to date is $350K. We currently sit with liquid assets of around $5.1M, of which $4.5M is restricted, and we are still operating in deficit mode, so this is our “fallback” loan. The term of this loan is 5 years, through May 2019. The cost is London Interbank Offered Rate (Libor) plus 375 Basis Points on the outstanding balance of the loan (4.07% today). We can draw down on this loan, and pay back on this loan, 4 times per year. We pay a 1% fee on the unused portion of the loan. We also incurred some initial costs to the bank plus appraisal and legal costs. Drawdowns are done on a quarterly basis, approved by the CEO, the COO, the President, the Treasurer, and the Budget Chair. For collateral, we have used Building Y and Building R of the Fuchsberg Center. The performance standard is to reduce the deficit as follows: 6/30/14 - $1.551M deficit 6/30/15 - $1.051M deficit 6/30/16 - $.551M deficit 12/31/16 - $0 What this means is that we have 3 and a half years to reduce our deficit to zero. In addition we have to show the bank that our deficit is being reduced by $500K per year. Mr. Herman acknowledged Richard Helfand, Michael Greenberg and Gary Rosenthal for the time and effort they put into securing this loan. 3 FY 2014 FINANCIAL AND FRD REPORT Jonathan Boiskin, Chief Development Officer, reported on money received as of 5/30/14, pledges expected to come through the pipeline by 6/30/14, our projected total for this fiscal year, and where we were at this time last year. We are currently $750K over where we were at this time last year. We are raising significantly more this year. Mr. Boiskin acknowledged Rabbi Wernick, Annual Giving Director Wendy Glick, and Major Gifts Director Rabbi Andy Shugerman for their work in securing many of these pledges and gifts. We have received a $200K pledge in the form of a bequest from a donor in Alberta, BC, for the Conservative Yeshiva. We recently had a very successful trip to the Bay Area, thanks to Vivian Saper and others, which included, among other gifts, a $10K unrestricted gift, a $90K unrestricted gift, and money targeted for USY. Rabbi Shugerman is also working on a $100K solicitation from a donor in Florida. This $100K would be used for the KST department to hire a Transformation Specialist. We received a challenge grant from an anonymous foundation, to receive $1 for every $2 raised, to a maximum of $200K. This is a 3-year challenge, and we have already raised $150K. This money would be targeted, as per the foundation, for teens participating in our Pilgrimage and Nativ programs. Mr. Boiskin acknowledged Board members present and on the phone who had met their pledges for the year and encouraged all Board members with outstanding pledges to make sure to get them to USCJ before the end of the month. He also specifically acknowledged Board members who had handed him checks that morning. Howie Sniderman acknowledged Mr. Boiskin for his successful trip to Alberta last year, in his words, “to the middle of nowhere in the middle of winter.” Rabbi Wernick acknowledged Mr. Boiskin and Fundraising Committee Chair Harvey Rosen for their extraordinary work, adding that they have increased not only our fundraising capabilities, but also our recording and reporting abilities. FY2014 FINANCIAL AND FRD REPORT Jerry Herman reported. Compared to last year at this time, for revenue we are up $134K and we are down $355K in expenses, improving our bottom line by almost $500K. Projecting for the end of the fiscal year, however, we are looking at a deficit of $1.042M. Regarding dues, we are very much on pace to meet our budget goals. Projections are down for both the Pilgrimage and Wheels programs. We have cut personnel costs 3 times in the last year and a half. 4 We had shortfalls in FRD, in Direct Mail, and CJ Book Service, amounting to a shortfall of around $1.3M. This was offset by expense reduction. NOMINATING COMMITTEE REPORT Nominating Committee Chair Judy Yudof reported. The Nominating Committee will be meeting later that evening. 4 current Board members have self-nominated for International President and we are looking at those first. Suggestions for non-Board member candidates have also been submitted. No decision will be made this evening on our next International President. We are also looking for new Board members and several good suggestions have been submitted. We will get to this after we have chosen our next International President. Board members were encouraged to continue to consider candidates and to make appropriate suggestions. LEGAL REPORT ON PENDING LITIGATION AND/OR OTHER POTENTIAL CLAIMS Originally scheduled for Executive Session, Legal Counsel Scott Kaplan indicated that his report would be presented in general session. Mr. Kaplan stated that there are relatively few legal issues facing us and virtually no threats of litigation. Our Legal Counsel communicates on a regular basis with our Israeli Counsel. Restrictions placed on some of our funds are restrictions that no longer comply with our master plan, from donors who despite our efforts can no longer be located. Legal Counsel does a lot of work here, unrestricting restricted funds, and making sure this is properly executed. Two lawsuits recently settled, resulting from Nativ due to Nativniks that probably should not have been admitted into the program, but we tend to err on the side of the program applicant. Mostly, these were participants who were not able to follow the rules of the program, who voluntarily departed early, and parents took claim against us for full refunds. One case was settled for $6.7K, which was calculated to be the unspent portion of the tuition. Another lawsuit was recently settled for $10K. 2/3 of that $10K represented the unused portion of the tuition, and the other 1/3 represented legal fees. One more lawsuit has been pending since 2008. This involves a Nativnik who was injured during the program, did not acknowledge that we were in any way responsible for the injury, but has alleged that we did not seek proper medical care in a timely fashion. This might go on for another 6 years, but whatever the result we are fully insured. Legal counsel is available to conduct panels for kehillot on a variety of legal issues. Mr. Kaplan relayed a story wherein Rabbi Wernick called him for assistance with a problem he was having with his wife. He was on his way to Israel to participate in a Women of the Wall event, and Mrs. Wernick (Jody) was afraid that he was going to 5 get cuffed and sent to prison and that we may never see him again. Mr. Kaplan made sure in advance of the trip that this would not happen, USCJ would post bail. Mr. Kaplan assured that Board that not only does he serve USCJ in all legal matters (pro bono, added Mr. Skolnik), he does the very valuable work of maintaining shalom bayit for our most valuable staff member, our CEO. RESOLUTION TO CONTINUE 5% EARLY PAYMENT DISCOUNT FOR KEHILLOT THAT PAY DUES IN FULL BY DECEMBER 31, 2014 Julian Brook presented the Resolution to Continue 5% Early Payment Discount for Kehillot that Pay Dues in Full by December 31, 2014 This year, we provided roughly $100K in discounts; it was slightly more than that in the previous year. According to Kehilla Operations and Finance Director Barry Mael, 86 congregations this past year took advantage of this discount. All of these kehillot are complying with the terms of the discount, e.g. providing membership information with home and email addresses for each member. Mr. Brook made a motion to approve this resolution. It was seconded by Fred Passman. Bernie King-Smith moved to change the resolution to make this discount permanent, with the percentage decided upon each year by the Dues Committee, so that the Board would not be required to vote on it each year. Steve Wolnek moved to amend the amendment by Bernie King-Smith, giving the authority to approve the percentage each year to the Executive Committee. His motion was seconded by Bill Bresnick. Speaking in opposition to making this a permanent discount were Scott Kaplan, Steve Golub, and Margo Gold. Voting on amendments, in order as suggested by Richard Helfand: Whether the determination of the discount, if it is going to be given, must be made by December 31 of each year. The amendment was approved. To have the Executive Committee make the determination on the amount of the discount. The amendment was approved. To make the discount permanent at 5%, by changing the language of the original amendment to change “by December 31, 2014” to “by December 31 of each calendar year.” The amendment was approved. Since these amendments do not address the immediate need to vote on the continuation of the 5% discount for the new fiscal year beginning on July 1, 2104, at 6 the suggestion of Secretary Richard Helfand (to which the board and all those who proposed the 3 amendments to the original resolution agreed), the consideration of the resolution was tabled until later in the meeting. The Secretary stated that he will retain the original resolution to address the immediate need for the new fiscal year commencing on July 1, 2104 and then draft a second resolution for the fiscal years thereafter which will take into consideration the substance of the various amendments previously voted upon. As soon as they are ready, he will bring them back to the board for consideration. FY2015 BUDGET DISCUSSION AND VOTE Budget and Finance Chair Bob Sunshine made the budget presentation. Revenue-wise we have lost about 20% of our revenue since 2007-2008. Dues have dropped from $9.8M in 2008 to $7.3M last year. We have also instituted a 20% reduction in spending over this time period. Personnel costs are down this coming year, from $8.4M to $8M. Non-personnel costs are targeted to go from $3.3M to $3.1M. Jerry Herman was acknowledged for these efforts. We have $65K estimated in interest costs on our line of credit. We added $45K to the KST total to provide for travel and other needs for 3 or 4 staff to work with kehillot around the country. We are proposing to eliminate the Oded program in Israel, with a savings of $24K. We need to continue to increase existing revenue, create new revenue streams, and continue to cut expenses so we can rebuild our reserves and continue to expand our programs. Jack Finkelstein made a motion to accept the 2014-2015 FY Budget as presented. Fred Passman seconded the motion. Discussion ensued with various questions from Board members, including concerns voiced about continuing to operate in deficit mode and about selling 820 (to be discussed later) only to incur more debt. In addition, the board acknowledged Mr. Sunshine and his committee for putting this budget together and for presenting it in such a clear manner. After the discussion, the question was called. A vote was taken on the motion and the board approved the 2014-2105 FY budget as submitted by a vote of 26 in favor, 0 opposed, and 1 abstention. 7 RETURN TO DISCUSSION OF RESOLUTION TO CONTINUE 5% EARLY PAYMENT DISCOUNT FOR KEHILLOT THAT PAY DUES IN FULL BY DECEMBER 31 Richard Helfand presented a new resolution to address the 5% discount in fiscal years beginning July 1, 2015. The resolution states that for all fiscal years beginning July 1, 2015, the Board of Directors authorizes USCJ to offer an early payment discount of no more than 5%, as determined by the Executive Committee by December 31 of the previous fiscal year, to kehillot in good standing that meet the requirements set out in the resolution. Richard recommended that the board first vote on the original resolution in order to authorize the continuation of the 5% discount for the upcoming fiscal year beginning on July 1, 2014 and then vote on the second resolution for fiscal year beginning July 1, 2015. Jack Finkelstein made the motion to accept the original resolution for July 1, 2014 and Julian Brook seconded it. This resolution passed. The resolution is attached to these minutes as Appendix A. Alan Reed then moved and Bernie King-Smith seconded a motion to approve the second resolution for years beginning July 1, 2015. This resolution passed by a vote of 20 yes and 12 no. The resolution is attached to these minutes as Appendix B. ENGAGEMENT OF LOEB & TROPER AS AUDITORS FOR 2014, 2015 AND 2016 AUDITS Steve Golub, Audit Committee Chair, presented a resolution to engage Loeb & Troper to perform our audit for $45K per year for the next three years, which represents no increase over what they have charged us previously. Marilyn Wind moved to approve this resolution, and Julian Brook seconded the motion. The resolution passed. The resolution is attached to these minutes as Appendix C. Mr. Skolnik adjourned the meeting at 1:25 pm for the Annual Meeting of the General Assembly of Kehillot. The board meeting will reconvene at 3:45 pm. Board members on line will be notified by email of the WebEx address to log back in to the second part of the meeting, or they can also rejoin the meeting by going online at www.uscj.webex.com. 8 United Synagogue of Conservative Judaism Board of Directors Meeting Sunday, June 8, 2014 Part 2 of 2 Mr. Skolnik reconvened the meeting at 3:45 p.m. RESOLUTION TO MARKET AND SELL 820 Mr. Skolnik introduced a resolution for the Board of Directors to authorize the marketing of the USCJ real property located on the 10th and 11th floors of 820 Second Avenue for sale. Mr. Skolnik read the text of the resolution. A motion was made by Margie Pomerantz to approve this resolution. The motion was seconded by Fred Passman. Judy Yudof asked that the minutes reflect that she hopes that safeguards will be put in place so that the proceeds of the sale are handled in a responsible manner. Margo Gold expressed similar concerns, that the resolution addresses only the selling of the property and not what to do with the money. Ms. Gold asked as well that the minutes reflect this concern. Mr. Skolnik responded that this is just the first step. A group will be set up to ensure that these dollars are put away, and that the cash will not be spent, to until guidelines are established to insure that proceeds from the sale are handled responsibly. Scott Kaplan commented that this resolution authorizes the Board to place the property on the market, and that it authorizes the Board to accept or reject any offer. Frank Kreutzer commented that, with a new Board President in the near future, as well as possibly a new set of officers and directors, perhaps this issue should be left to this next administration. Gary Rosenthal commented that while the concerns being raised are valid, the resolution is worded in a way as to give the Executive Committee the authority to reject offers before bringing them to the Board, adding that it is important for us to have confidence in the new administration. In response to questions and comments about some of these concerns, Richard Helfand added that under New York State Law, any offers must go to the Board of Directors because any decision on a sale has to be made by the Board, and then approved by the Attorney General of New York State. 9 After full discussion of the resolution, the vote was taken. The resolution passed, 26 in favor and 1 opposed. The resolution is attached to these minutes as Appendix D. RESOLUTION TO SUPPORT MERCAZ OLAMI IN UPCOMING WORLD ZIONIST ORGANIZATION (WZO) ELECTIONS Rabbi Paul Drazen introduced a resolution in support of Mercaz Olami electoral campaign in the upcoming WZO elections, which had been passed by the USCJ Public Policy Committee on May 14, 2014. Rabbi Drazen remarked that this resolution had already been approved by the Rabbinical Assembly, the Women’s League of Conservative Judaism, and other arms of the Conservative movement. This is an effort to increase the influence of the Masorti movement, and the Conservative movement, on votes through the Zionist Congress. Marilyn Wind made a motion to approve the resolution. Bob Sunshine seconded the motion. The vote was taken and the motion was carried unanimously. The resolution is attached to these minutes as Appendix E. RESOLUTION RE: UNITED SYNAGOGUE CANADA Harvey Rosen introduced a resolution to encourage USCJ Canada to process gifts on behalf of US congregations and Masorti Olami. Passing this resolution gives us the opportunity to serve as a conduit; our Canadian members, many of whom have dual kehilla membership due to spending winters in warmer climate areas such as Arizona and Florida, can give to charities, i.e. USCJ or Masorti Olami, and derive the tax deduction benefit of doing that, and we will then be able to get those funds to our United States kehillot. Haran Rashes remarked that once passed, we should widely publicize the benefits of this resolution in locations other than the “Snowbird” states. Steve Wolnek asked if this is consistent with both United States and Canada laws. Mr. Rosen answered that it is. Howie Sniderman made a motion to approve the resolution. Judy Yudof seconded the motion. Alan Reid called the question. The vote was taken and the motion carried unanimously. The resolution is attached to these minutes as Appendix F. KEHILLA STANDARDS AND AFFILIATION Julian Brook and Rabbi Drazen presented the KAS report. The board was advised that the following kehillot had resigned from membership in USCJ: Ner Tamid, Poway, CA; Beth David, Greensboro, NC; Congregation B’nai Moshe, West Bloomfield, MI; Congregation Sholom Leisure World, Seal Beach, CA. 10 The following kehillot are recommended for suspension from membership in USCJ: Congregation Shaarey Zedeck, San Juan, PR, due to nonpayment of dues for approximately the past 3 years. Alan Reid made a motion, and Bill Bresnick seconded the motion, to suspend Congregation Shaarey Zedeck from membership. The motion carried unanimously. The following kehillot were recommended for expulsion from membership in USCJ: Temple Beth Am David, Warwick, RI; Ohr Shalom Synagogue, San Diego, CA; and Ahavat Olam, Howell, NJ. Bill Bresnick made a motion to expel these 3 kehillot from membership in USCJ. Patty Werschulz seconded the motion. The motion carried unanimously. GOOD AND WELFARE With apologies in advance to anyone we may have missed… Rabbi Steve Wernick – his daughter Ziva graduated from high school and will be going on Nativ later this summer Julian Brook – he and Adrienne celebrated their 50th wedding anniversary yesterday Frank Kreutzer – he and Judy are celebrating their 51st wedding anniversary Bernie King-Smith – his youngest son graduated from the University of Buffalo…and he already has a job Temma Kingsley – by way of a pitch, she encouraged as many board members as possible to go on the Board Israel Mission in September Patty Werschulz – is going solo and opening her own law firm on July 1 Judy Yudof – her daughter Samara just got engaged, the first step to her achieving the title of grandmother Marilyn Wind – she and Gary are celebrating their 47th wedding anniversary Haran Rashes – while we have been meeting, the Central District has been conducting a Relational Judaism Conference in Des Moines, IA led by Kathy Elias and Ray Goldstein, attended by 50 people from 9 kehillot Rabbi Paul Freedman – just became a great grandfather for the first time to a great grandson Marty Kunoff – his niece, who was an active USYer, has signed up to be a lone soldier in the IDF Richard Helfand – his son David graduated from American Jewish University 2 weeks ago, and will be the rosh on USY Eastern Europe Israel Pilgrimage this summer and then madrich on Nativ to Steve’s daughter Ziva; and he and Vicki just celebrated their 34th wedding anniversary Margo Gold –her new granddaughter, Layla Penelope Dix, was born on April 21. 11 Vivian Saper – just became a grandmother for the first time to a grandson Margie Pomerantz – she and Howard are celebrating their 42nd wedding anniversary Steve Wolnek – he and Elysia are celebrating their 54th wedding anniversary Marty Werber – he and Bracha are celebrating their 44th wedding anniversary Bob Sunshine – he and Lori are celebrating their 47th wedding anniversary Judy Yudof – she and Mark will be celebrating his 49th wedding anniversary Temma Kingsley – she and Al will be celebrating their 49th wedding anniversary Naomi Schimmer - she and Barry will be celebrating their 44th wedding anniversary Bill Bresnick – he and Ellen are celebrating their 43rd wedding anniversary Steve Golub – he and Louise are celebrating their 49th wedding anniversary There being no further business, the meeting was adjourned at 4:50 pm. Respectfully submitted, Richard Helfand Secretary 12 APPENDIX A Resolution to Continue 5% Early Payment Discount for Kehillot that Pay Dues in Full by December 31, 2014 WHEREAS, the Board of Directors of the United Synagogue of Conservative Judaism (USCJ) has determined it to be in the best interests of USCJ and its member Kehillot to continue to provide those Kehillot in good standing with an early dues payment incentive for paying their USCJ dues in full before December 31 of the fiscal year. NOW THEREFORE IT IS HEREBY RESOLVED THAT, For fiscal year 2014-2015, the Board of Directors authorizes USCJ to continue to offer an early payment discount of five percent to kehillot in good standing that: 1. Pay their MRF dues assessments in full by December 31, 2014, and 2. Submit complete congregation membership information, including home and available email addresses of all congregation members, to United Synagogue no later than December 31, 2014. Dated: June 8, 2014 Adopted by USCJ Board of Directors June 8, 2014 13 APPENDIX B Resolution to Continue Early Payment Discount for Kehillot that Pay Dues in Full by December 31 of Each Fiscal Year WHEREAS, the Board of Directors of the United Synagogue of Conservative Judaism (USCJ) has determined it to be in the best interests of USCJ and its member Kehillot to continue to provide those Kehillot in good standing with an early dues payment incentive for paying their USCJ dues in full before December 31 of the fiscal year. NOW THEREFORE IT IS HEREBY RESOLVED THAT, For all fiscal years beginning July 1, 2015 and thereafter, the Board of Directors authorizes USCJ to continue to offer an early payment discount of no more than five percent, as determined by the Executive Committee by December 31 of each year, to kehillot in good standing that: 1. Pay their MRF dues assessments in full by December 31 of each fiscal year; and 2. Submit complete congregation membership information, including home and available email addresses of all congregation members, to United Synagogue no later than December 31 of each fiscal year. Dated: June 8, 2014 Adopted by USCJ Board of Directors June 8, 2014 14 APPENDIX C Resolution to Engage Loeb & Troper LLP as Auditors WHEREAS, the Board of Directors of the United Synagogue of Conservative Judaism (USCJ) has determined that in keeping with its fiduciary duty to monitor the finances of the organization, it should continue to engage an auditor to perform the usual and customary financial review of USCJ’s operations and report those findings to the Board on a yearly basis; and WHEREAS, the Audit Committee has recommended that the Board engage the firm of Loeb & Troper LLP as its auditors for the current and next two (2) fiscal years at a cost of $45,000 per yearly audit, inclusive of all costs and fees. NOW THEREFORE IT IS HEREBY RESOLVED THAT: For fiscal years ending June 30, 2014, 2015, and 2016, the Board of Directors authorizes and approves the engagement of the firm of Loeb & Troper LLP as its auditors at a yearly fee of $45,000, inclusive of all costs and fees, as more fully set forth in the proposal for services dated April 10, 2014. Dated: June 8, 2014 Adopted by USCJ Board of Directors June 8, 2014 15 APPENDIX D RESOLUTION TO AUTHORIZE THE MARKETING OF USCJ REAL PROPERTY FOR SALE WHEREAS, the Executive Committee of the United Synagogue of Conservative Judaism (“USCJ”) has determined that in order to meet the goals of the revised Strategic Plan recently adopted by the Board of Directors, USCJ’s real property located on the 10th and 11th floors of 820 Second Avenue, New York, NY should be marketed and offered for sale, with the goal of yielding net proceeds in the range projected by our real estate consultant, the Studley Group, and approved by the USCJ Monetization Task Force. NOW THEREFORE BE IT RESOLVED THAT the Board of Directors hereby authorizes and directs that the real property located on the 10th and 11th floors of 820 Second Avenue, New York, NY be marketed and offered for sale; and BE IT FURTHER RESOLVED that the agreement with the Studley Group to market said real estate for sale, on such terms and conditions as was negotiated by the COO in consultation with the subcommittee on monetization, is hereby ratified and approved; and BE IT FURTHER RESOLVED that any offer received for the purchase of said real property, or any portion thereof, that the Executive Committee believes is worthy of consideration, shall be brought to the Board of Directors for final acceptance and approval on such terms and conditions as the Board shall deem appropriate. DATED: June 8, 2014 Adopted by USCJ Board of Directors June 8, 2014 16 APPENDIX E Resolution in Support of Mercaz Olami Electoral Campaigns Passed by the Public Policy Committee, May 14, 2014 Background: The worldwide Conservative/Masorti movement is represented in the World Zionist Organization (WZO) and Jewish Agency for Israel (JAFI) by MERCAZ Olami. Since 1987, this participation has resulted in an annual allocation to the programs and institutions of Conservative/Masorti Judaism in Israel (more than $1 million today in direct funding) and a similar amount in program grants for the Conservative/Masorti movement throughout the Diaspora including Europe, South America and the former Soviet Union. Policies and allocations in the WZO and JAFI are determined by the size of elected delegations to the World Zionist Congress. The 37th World Zionist Congress with its 500 elected delegates will be taking place in October 2015, preceded in every Diaspora country by special Zionist elections to determine the composition of the national delegation. WHEREAS the Zionist elections in the United States will determine the composition of the American delegation of 145 mandates, the largest group at the Zionist Congress after that from Israel; and WHEREAS Canada membership in MERCAZ Canada will determine the ability to vote for delegates and thus determine the allocation of the 19 mandates from Canada; THEREFORE BE IT RESOLVED that the United Synagogue of Conservative Judaism calls on its U.S. affiliates to actively encourage all members of their congregation to join MERCAZ USA and to work within their congregations to encourage all members of the congregation to vote for the MERCAZ USA slate in the election which will take place between January 15, 2015 and April 30, 2015; and BE IT FURTHER RESOLVED that the United Synagogue of Conservative Judaism calls on its Canadian affiliates to actively encourage all members of their congregation to join MERCAZ Canada and to vote in the election for MERCAZ Canada when they receive their ballots; and BE IT FURTHER RESOLVED that in countries like the United States, where a special registration will be a prerequisite to voting in the Zionist elections, United Synagogue of Conservative Judaism strongly encourages voter registration drives in every Conservative institution and pledges to work with the other arms of the Conservative Movement to insure maximum voter participation. Adopted by USCJ Board of Directors June 8, 2014 17 APPENDIX F RESOLUTION To Encourage The United Synagogue of Conservative Judaism, A Corporation under the Canada Corporations Act (USCJ CANADA), To Process Gifts on behalf of Member Congregations of The United Synagogue of Conservative Judaism, A Corporation under the NYS NPCL (USCJ USA) and Masorti Olami WHEREAS, USCJ USA has been successful in attracting significant immediate and long term gifts: and WHEREAS, USCJ USA has allocated considerable personnel and material resources to securing gifts, both unrestricted as well as restricted funds; and WHEREAS, USCJ USA desires full and open transparency in its Financial Resource Development activities; and WHEREAS, USCJ USA is committed to seek out philanthropic investors in Canada as well as the United States to support its core functions, and thus its longterm financial stability. NOW, THEREFORE BE IT RESOLVED: USCJ USA hereby requests that USCJ Canada: 1. Implement a program to allow Canadian citizens to contribute gifts of philanthropy to US kehillot and/or projects associated with Masorti Olami, as programs, projects or activities operated by USCJ Canada. 2. Set as its policy that all new restricted gifts and pledges received valued under $100,000 will allocate 5% of the gift/pledge amount to the USCJ Canada annual fund and that all new restricted gifts and pledges received of 18 $100,000 or more will allocate 15% of the gift/pledge amount to the USCJ Canada annual fund. 3. Will reimburse USCJ USA, upon receipt of itemized invoices, for services and expenses incurred in securing these gifts. 4. Will disclose to all potential donors the USCJ USA gift acceptance policy. 5. Will create a Development Committee comprised of professional staff and volunteer leadership for the purpose of reviewing gifts and consideration of any terms or conditions in them not consistent with the USCJ USA gift acceptance policy or applicable Canadian laws. Adopted by USCJ Board of Directors June 8, 2014 19
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