KEHILAT SAR SHALOM (KSS) Constitution and Bylaws
Preamble
For the glory of God, the preservation and security of the principles of our faith, and to the end that this body may be governed in an orderly manner consistent with the Bible, and for the purpose of reserving the liberties inherent in each individual member of this Congregation and the freedom of this body, with respect to its relation to other churches of the same faith, and as it relates to our liberties as an autonomous self-governing body with regard to church and state, including all officially adopted related ministries, we do declare and establish this Constitution and Bylaws of KSS.
This incorporated congregational body shall be known as KSS (hereinafter also referred to as “KSS” or the “Congregation”).
We believe that the Scriptures, both the Tanakh and the B’rit Chadasha (New Covenant), are fully inspired and are God’s complete and final revelation to man until the Messiah returns. We trust God’s Word to be infallible and authoritative in every category of knowledge to which they speak, including faith, practice, science, and history (Proverbs 30:5, 6; Isaiah 40:7, 8; Jeremiah 31:31; Matthew 5:18; John 10:35; 2 Timothy 3:16–17; 2 Peter 1:19–21).
We affirm the Shema: “Hear, O Israel! The Lord is our God, the Lord is one.” This Hebrew word for “one” implies compound unity. God is one but has manifested Himself in three separate and distinct Persons. Hence, we believe that God is a Tri- Unity: Father, Son, and Holy Spirit. God is the Creator of all things. He is infinite and perfect, eternally existing in three equal Persons, each possessing the nature and perfection of Deity as well as the characteristics of personality (Deuteronomy 6:4; Isaiah 9:6, 48:16; Matthew 28:19; John 6:27; Acts 5:3, 4; 2 Corinthians 13:14; Hebrews 1:8).
We believe He is Father over all creation and thus its Sovereign Ruler; Father of Israel, whom He has chosen as His unique people; Father of Messiah Yeshua, whom He sent into the world to redeem mankind and creation; and Father of all who trust in His gracious provision of life (Exodus 4:22; Matthew 3:17; John 1:12, 3:16; Acts 17:29;
Galatians 3:26).
We believe that God the Son became flesh in the person of Yeshua of Nazareth, the promised Messiah of Israel, who was conceived of the Spirit of God and born of the Jewish virgin, Miriam (Mary). We believe in His full Deity and full humanity, His sinless life, and His miracles (Isaiah 7:14, 9:6, 7; Jeremiah 23:5, 6; Micah 5:2; Luke 1:26–79; John 1:1–2, 14–18).
We believe that Messiah Yeshua died as the substitutionary sacrifice for the sin of mankind and that all who believe in Him are declared righteous on the basis of His shed blood alone. The Messiah’s substitutionary death was the price for our redemption and was foreshadowed in the Tanakh in the slaying of the Passover lamb, the sin and trespass offerings, and the sin offerings on Yom Kippur. We believe that Yeshua came not to destroy the Law and the Prophets but to fulfill them completely (See Article III Section 9, and Leviticus 16:15–16, 17:11; Psalm 22:16; Isaiah 53; Daniel 9:26; Matthew 5:17, Mark 10:45; John 19:30; Romans 3:21-26; 5:8,9; 2 Corinthians 5:14,21; 1 Peter 3:18).
We believe that Messiah Yeshua arose bodily from the dead, ascended into heaven, and is seated at the right hand of the Father. He serves as our Cohen Gadol (Great High Priest) according to the priesthood of Melchizedek. As such, He is THE ONLY Intercessor and Advocate before the Father on behalf of all believers, and He will come again in glory with His authority from the Father to judge the living and the dead (Genesis 14:17–20; Psalm 6:10–11, 110:4; Isaiah 11:1–5; Daniel 7:13–14; Zechariah 6:12,13; John 5:22, 27; Acts 1:9–11, 17:31; Romans 8:34; 1 Corinthians 15:3–8; Hebrews 7:1–8:2; 1 John 2:1).
We believe the Ruach HaKodesh (the Holy Spirit) is a person. He possesses all the distinct attributes of Deity, and hence He is God. He does not call attention to Himself and is ever present to glorify and testify of Messiah Yeshua (Nehemiah 9:20; Psalm 139:7; John 15:26; 16:13–15; Romans 8:26–27; 1 Corinthians 2:10, 11, 12:11; 2 Corinthians 13:14).
We believe that during the period of the Old Covenant, the Spirit of God was active in creating the world and temporarily gifting, empowering, and filling individuals for specific services to God (Genesis 1:2; Exodus 31:1–5; Numbers 27:18; Judges 6:34).
We believe the Spirit of God is active today, convicting the world of sin, righteousness, and judgment. He regenerates, seals, and sets the believer apart (sanctifies) to a holy life. At the moment of salvation, each believer is baptized (immersed) with the Spirit of God into the body of Messiah and is permanently indwelt by the Spirit of God. Therefore, all believers are complete in Him and possess every spiritual blessing. Without the indwelling Spirit of God, one’s understanding and discernment of spiritual truth is impossible (Numbers 11:16–17, 24–29; John 3:3, 6–8, 14:16–17, 16:7–11; Romans 8:9; 1 Corinthians 2:13–16, 12:13; Ephesians 1:13–14, 4:30, 5:18; 2 Thessalonians 2:13).
We believe that, at salvation, the Holy Spirit imparts at least one spiritual gift to every believer for the purpose of edifying and equipping the body of Messiah. The Holy Spirit imparts them to each believer as He determines. No one gift is assigned to all believers. The principal manifestation of the Holy Spirit is other-centered love. Spiritual gifts are a blessing to the believer in order to exercise that love for building up the body of Messiah (John 13:35; 1 Corinthians 12:4–11, 28–30, 14:12; Galatians 5:22–23; l Peter 4:8–10).
We believe in the reality and personality of Satan, the Adversary of God. He is an angelic being created by God and was given the highest rank and beauty in the company of God’s ministering servants. He exalted himself above God in his pride and persuaded a great company of angels to support his rebellion against God, thus rendering them demons in his own malignant service (Isaiah 14:12–17; Ezekiel 28:11–19; 1 Timothy 3:6; 2 Peter 2:4).
We believe a great company of angels remained holy and are ministering servants before the throne of God, praising, worshiping, adoring, and glorifying Him. They are sent forth as special agents to bring about God’s intended plans and purposes and to minister to all believers (Isaiah 6:1–7; Daniel 10:10–21; Luke 15:10; Hebrews 1:13–14; Revelation 7:11–12).
We believe that God made mankind in His own image and likeness, both male and female, to have eternal fellowship with God and to administer His name and government throughout the earth. Adam and Eve sinned and consequently experienced not only physical death but also spiritual death, which is separation from God. The consequence of this sin has affected the entire human race. All human beings are born with a sinful, corrupted nature that inclines their will to sin, and are incapable of raising themselves to the holiness in which God had originally created them. Man’s state of sin has so infected his will that he is morally unable to choose God’s provision of redemption in Messiah Yeshua without the regenerating work of the Holy Spirit in their darkened understanding (Genesis 1:26–27, 2:16–17, 3:6, 6:5; Exodus 33:19; Isaiah 53:6. 64:6; Jeremiah 17:9, 31:33; Mark 7:20–23; John 2:24–25, 3:3–5, 6:44; Romans 3:23, 5:12–19, 9:1–18; Ephesians 2:1–10).
We believe that anyone who confesses with their mouth the Lord Yeshua and believes in their heart that God has raised Him from the dead is immediately forgiven his sins and becomes a child of God. We further believe that such faith will naturally lead to repentance of sin. This salvation is not accomplished by any human effort or meritorious act. This salvation is accomplished only by faith in the atoning sacrifice of Yeshua the Messiah. Even this faith is given by God to the believer as a gracious gift (Genesis 15:6; Leviticus 17:11; Deuteronomy 9:4–6; Habakkuk 2:4; John 1:12–13; Acts 2:37–39; Romans 1:16–17, 3:28, 8:9, 15–17, 10:9; Ephesians 1:7, 2:8–9, 19; Titus 3:5).
We believe that all believers are kept eternally secure by the power of God through their new birth, the indwelling and sealing of the Holy Spirit, and the intercession of Messiah Yeshua (Numbers 16:47–48; John 10:28–30; 14:16–18; Romans 8:33–39; Ephesians 4:30; 1 Peter 1:23; 1 John 2:1).
We believe that all believers, though forgiven, still struggle with sin while they are in this life. God, in His mercy and grace, has given the believer, through salvation, the ability to recognize his sin and a heart to confess and repent of it. God enables the believer to understand the Scriptures through the power and presence of the Holy Spirit. The Holy Spirit also reminds the believer of his redeemed identity in Yeshua the Messiah (Numbers 15:37–41; Psalm 51:1–13; Jeremiah 31:33; John 14:26, 17:17; Romans 6:1–11, 7:15–21, 8:1–2, 9–16; 1 Corinthians 2:11–16; 1 John 1:8–2:2).
While some believe that physical healing is an automatic provision of atonement, we believe that God has promised to heal according to His will. This may occur miraculously, medically, or naturally. Supernatural healing may occur in response to prayer and in accordance with God’s sovereign will. However, healing, unlike salvation, cannot be claimed unconditionally as a result of atonement (Exodus 4:11; 2 Corinthians 12:7; Galatians 4:13; 1 Timothy 5:23; 2 Timothy 4:20; James 5:14–16; 1 John 5:14–15).
We believe that all believers in Messiah Yeshua are members of the universal body (community) and bride of the Messiah. The body of Messiah began at Shavuot (Pentecost) with the baptism of the Holy Spirit after the ascension of Messiah Yeshua. It will be completed when Messiah returns for His bride. The membership of the body is not based on any earthly organizational affiliation but is based on faith in Messiah. This body is distinct from Israel and is composed of both Jews and Gentiles; two people joined as “one new man” (Ephesians 2:15) in Messiah. These members are under the solemn duty to keep the unity of the Spirit in the bond of love with a pure heart (Exodus 19:12–17; Leviticus 25:17; Matthew 16:15–18; Luke 22:24–27; Acts 1:5, 2:14–36; 1 Corinthians 12:13; Galatians 6:1; Ephesians 2:11–18, 5:23–27; Colossians 1:18, 3:14–15).
We believe that the ordinance of immersion was instituted by God as an outward sign of the believer’s spiritual identification with Yeshua, His death, and His resurrection. It is an object lesson illustrating one being immersed into Yeshua and our entrance into the New Covenant with Him. We believe this ordinance was directly foreshadowed in Jewish ritual immersion or “mikvah.” By this New Covenant ordinance, the believer conveys the message that, through the person of Yeshua the Messiah, he has died to sin and been raised in the newness of life—a new creation in Him. While immersion is not required for salvation, it is ordained by God for the body of Messiah (Leviticus 14:8–9; Numbers 19; Isaiah 1:16; Jeremiah 4:14; Matthew 3:1–17, 28:19; Romans 6:1–11; 2 Corinthians 5:17).
Messiah’s supper is based on the Passover and was instituted by God at Messiah’s last Passover. It is a memorial of the Messiah’s death until He returns. When we partake, we are to remember as Israel remembered. They were to recall the miracles and the death of the lamb, which opened the door to their rescue from God’s judgment, their redemption from slavery, and their journey to the promised land, Israel. In the same way, we should remember the Lamb of whom Isaiah foretold, Who would open the door to our rescue from God’s judgment, our redemption from slavery to sin, and our journey to the promised land, heaven. The New Covenant Scriptures imply that Messiah’s supper should be observed in the context of Passover. Therefore, our primary observance will correspond with our annual Passover Seder (Exodus 12:1–14; Isaiah 53; John 1:29; 1 Corinthians 11:23–30).
We believe that the local congregation is the visible manifestation of the universal body; a close community of individuals who serve God and acknowledge Yeshua as Messiah, Lord, and Savior. Its purpose is to glorify God through worship, evangelism, and discipleship. The Scriptures command active participation and regular assembly among believers in Messiah (Matthew 28:19–20; John 13:34–35; Acts 2:42–47; Romans 16; Ephesians 4:11–16; 1 Thessalonians 1:9–10; Hebrews 10:19–25).
What should a congregation be doing?
In this way, the local congregation demonstrates restored fellowship with God and advances God’s name and government in their sphere of influence on the earth (Genesis 1.28, 9:7; Isaiah 9:7; Matthew 28:18–20; Romans 13:1–7).
We believe Israel is God’s special people, distinct from the body of Messiah, chosen by Him to be a holy nation and a kingdom of priests, despite her national rejection of Yeshua the Messiah. God will purge Israel of unbelief during the great tribulation, the time of “Jacob’s trouble,” ultimately resulting in her corporate repentance and national acceptance of Yeshua as Messiah and Lord (Exodus 19:5–6; Isaiah 52:13–53:12; Jeremiah 30:7; Ezekiel 20:33–44; Zechariah 12:10, 13:8–9; Romans 9:4–5, 11:26–27).
We believe the Abrahamic covenant is an irrevocable, unconditional covenant given to the Jewish people. This covenant provides title to the land of Israel for the Jewish people, promises a descendant (the Messiah) who would come to redeem Israel, and blessing for the entire world through Israel and her Messiah. God will ultimately fulfill every aspect of the covenant in the Messianic Kingdom, both physical and spiritual. At that time, the Jewish people will know God personally through Messiah Yeshua and will possess the entire land of Israel according to its biblical boundaries (Genesis 12:1–3, 15:17–18; Jeremiah 31:31–34; Romans 11:25–29).
We believe Israel’s covenant relationship with God does not render her automatic salvation. Therefore, it is the believer’s privilege and duty to communicate the good news of Messiah Yeshua to the Jewish people in a bold yet sensitive way. Israel, while beloved of God nationally, is in a state of national sin. For this reason, the gospel must be brought to her (Genesis 12:3; Numbers 24:9; Jeremiah 31:35–37; Ezekiel 36:22–28; Matthew 28:18–20; John 4:22; Acts 13:46; Romans 1:16).
The revelatory civil, ceremonial, and moral laws that God handed down to the children of Israel through Moses represent God’s perfect, objective standard of righteousness. This standard has never and will never change. Insofar as the Law reflects God’s character, it is not limited to any particular dispensation.
According to the Bible, the Law of Moses:
Is the New Covenant believer obligated to the Law of Moses? First, it must be understood that the believer is obligated to obey all the ordinances contained therein, or none of them, for they comprise one whole Law. The Law itself pronounced a curse on any who might fall short of “perfect obedience” (Deuteronomy 27:26; Galatians 3:10; James 2:10).
Is the New Covenant believer cursed for transgressing any point of the law of Moses? No, for Messiah Yeshua took that curse upon Himself, thereby freeing us from the condemnation of the law. We have obtained right standing before God on the basis of Yeshua’s perfect law of obedience and our faith identification with Him (Romans 6:1–11, 8:1–4, 10:4; Galatians 3:13).
Clearly, no one is justified in the sight of God by works of the law. For the Jewish believer, however, the law of Moses provides a biblical means of expressing his or her God-given Jewish identity, which, in turn, provides a universal testimony of God’s faithfulness. For non-Jewish believers, the law of Moses provides opportunities to discover and enjoy the roots of their redemption and to identify with the Jewish community for the purpose of revealing the riches of Messiah (Genesis 12:1–3; Deuteronomy 26:16–19; Isaiah 44:1–5; Matthew 5:17–18; Romans 6:14, 8:1–2, 10:4; 1 Corinthians 9:20; Galatians 3:3–11, 6:2; Ephesians 2:14–15; Colossians 2:16–17).
We believe that marriage unites one man (male at birth) and one woman (female at birth) in a lifetime commitment to each other (Genesis 2:23–24; Matthew 19:4–6). Marriage provides for intimate companionship, pure sexual expression (Genesis 2:25; Ephesians 5:31–33), procreation, and reflects the relationship of Messiah and the church (Genesis 1:28; Proverbs 5:15–19; 1 Corinthians 7:1–5). A husband is commanded to love his wife as Messiah loved the church. A wife is commanded to submit to her husband as the church submits to Messiah. The couple, as in the rest of the body, are commanded to submit to one another in the fear of the Lord (Ephesians 5:21–33; 1 Peter 3:1–7).
We believe that God has commanded that no intimate sexual activity be engaged in outside of a marriage between one man and one woman. We believe that any form of homosexuality, lesbianism, bisexuality, bestiality, incest, fornication, adultery, and pornography are sinful perversions of God’s gift of sex. We believe that God disapproves of and forbids any attempt to alter one’s gender by surgery or appearance (Genesis 2:24, 19:5, 13, 26:8–9; Leviticus 18:1–30; Romans 1:18–32; 1 Corinthians 5:1, 6:9; 1 Thessalonians 4:1–8; Hebrews 13:4). Such sinful pattern, if not repented, will be a barrier to membership and leadership in the Congregation.
KSS operates as an independent congregation with its own governance structure. The Congregation may affiliate with any like-minded churches, associations, or denominations as it decides to further its purposes.
We, the faithful of KSS, in response to the commandments of the God of Abraham, Isaac, and Jacob, now joyfully and solemnly enter into this covenant with the members of KSS to:
We have read and agree to the Articles, Constitution, and Bylaws including those policies dealing with congregational discipline, conflict resolution, and members’ rights and responsibilities, and agree to abide by them.
Amendments to the Constitution, including the Articles of Faith, Vision and Values, and Members’ Covenant may be amended by two-thirds (2/3) majority of the Board members present and voting at a duly called meeting provided that the following procedure has been followed:
The proposed amendment has been mailed or made available to the Board at least two (2) weeks before the meeting to act on the amendment. All amendments should be reviewed by a competent attorney.
The Membership of KSS will be all those individuals who meet the qualifications for membership identified below and whose names are duly inscribed on the congregation rolls as maintained by the Congregation secretary.
All present members of the unincorporated entity known as KSS will, upon signing the Members Covenant agreeing to be bound by the Articles, Constitution, and Bylaws of the new congregation corporation, become members of this incorporated Congregation. No members of this Congregation, nor any officer, nor any member of the Board shall by virtue of such membership, office, or position, incur or be subject to personal liability to any extent for any indebtedness, obligations, acts, or omissions of this Corporation.
The term “membership” connotes different things to different people. This is because our experiences in past memberships often cover a broad spectrum. Some congregations use membership to define the “voting body,” yet individual members may go years without even attending. On the other end of the spectrum are those congregations whose members are required to conform to strict moral and behavioral standards or risk expulsion. It is the congregational belief that neither of these extremes is healthy or edifying.
The Scriptures contain no direct ordinances concerning the present-day tradition of local congregational membership. The Scriptures do emphasize commitment to fellowship, not membership, and we will emphasize the same. We regard mutual accountability within the local congregation as one of God’s primary tools for working spiritual maturity in every believer (1 Corinthians 12:12–27; Hebrews 10:24– 25). We contend, therefore, that any system that uses “membership” solely as a gauge for determining one’s level of spiritual maturity or commitment is superficial and unbiblical.
In light of the above, why consider congregational membership at all? Because, when viewed as a means to an end and not an end in itself, membership serves to bring us closer to our Bible-centered goals; namely, to promote a community of believers seeking deeper levels of commitment to the Lord, to His Word, and to each other. Simply put, to the degree that congregational membership can facilitate the growth of vibrant messianic disciples, it is both valid and scriptural.
The following verses convey our express goals for membership at KSS:
Membership alone will not accomplish these goals; however, it will facilitate our efforts in the following ways:
In the present day, it is relatively easy to attend a congregation while having little or no understanding of what that congregation stands for or where they are heading. Our orientation classes will provide interested newcomers with an opportunity to see clearly WHO we are, WHAT we believe, and WHERE we are headed. For those like-minded believers who “catch the vision,” membership will provide a healthy means of expressing their commitment to unity and accountability.
It is similarly possible to attend a congregation while having little or no involvement in the activities and ministries conducted by the congregation. Membership will provide a means for individuals to utilize their particular gifts in the service of the community. Those members who have been regularly attending the congregation in person or online for at least six months are invited and encouraged to serve the body of Messiah according to their gifts.In light of the above, the members of KSS will, in particular, understand our beliefs, distinctives, and goals. This will facilitate the process of identifying and equipping leaders within the congregation, according to biblical guidelines (1 Timothy 3; Titus 1:5–9; Acts 20:17–38).
Candidates for membership in the Congregation shall:
Congregation members will be classified as active or inactive members.
All Active Members present, without respect to age, who are not under congregation discipline, will have an equal opportunity to express opinions on business matters. Every active member present at a duly called meeting (voting by proxy prohibited) will have the right to vote on the following matters:
Membership may be terminated in the following ways:
The intent of discipline shall always be to promote true repentance and should be exercised with love and tenderness. Reflecting Messiah’s grace and forgiveness, believers are taught to be quick to forgive when there is a genuine expression of repentance on the part of a fellow believer. When members of the congregation are not in spiritual fellowship with each other, the Messianic Leader or Elders shall recommend all parties endeavor to settle their differences according to the instruction in Matthew 18:15–16.
Congregational discipline is necessary to bring offenders to repentance. The design of discipline is restorative and protective, not condemnatory. Congregational discipline is necessary to prevent division (Titus 3:9–11; Romans 16:17–18). Congregational discipline is necessary to prevent false teaching (l Timothy 1:18–20). Congregational discipline is a vital part of discipleship and a responsibility of every member. It will be practiced in accordance with Matthew 18:15–17, 1 Corinthians 5, and other related passages.
It shall be the practice of this Congregation to pursue every reasonable measure for peace and reconciliation. Should one member sin against another member or the body of members (the Congregation), the aggrieved members shall follow, in a tender spirit, the rules given by our Lord and Savior in Matthew 18:15–20; Galatians 6:1; Romans 16:17; 1 Corinthians 5:1–5, 9–13; 2 Corinthians 2:6; 1 Thessalonians 5:12–14; 2 Thessalonians 3:6–15. If they sin against the body either in sinful moral failure or biblical heresy, the Rabbi, Elders, Shamashim, and mature Members are available for counsel and guidance.
“While not an exhaustive list, examples of sinful moral failure (immoral conduct): adultery, embezzlement, inappropriate sexual contact, pornography, lying, deceiving, etc. Accusations of this nature require hard evidence, not suspicion or opinion. Things that do not qualify as moral failures are things such as: misunderstandings, mistakes, poor judgment, overstatements, miscommunications, showing emotions, verbal missteps, and forgetfulness.”
While not an exhaustive list, examples of biblical heresy (unbiblical teaching): this must be reserved for doctrinal issues that would directly contradict the Bible, or the theological beliefs outlined in our constitution. Areas that do not qualify as an essential biblical failure are things such as philosophy of ministry, areas of Scripture that are open to interpretation among Messianic Jews, and personal convictions.”
The Congregation will look to the Board or its designees for the effective functioning and discipline of its members. Members agree that they will not voluntarily terminate their membership once discipline procedures have commenced. Only after good faith efforts by the Board to bring about repentance and reconciliation have proven futile shall the Board or its designees give notice of the unrepentant sins, time, and place to address the charges. The discipline can include but not be limited to dismissal, censure, suspension, or any other measures that the Board decides will bring about repentance. If the Congregation member is disciplined by the Board, it will be announced to the members to carry out the biblical admonitions to bring about repentance and restoration of the disciplined member.
Members dismissed by the Board shall be restored to full membership privileges by the Board according to the spirit of 2 Corinthians 2:7–8 when their conduct is judged by the Rabbi and the Board to be in accordance with the Statement of Faith and biblical repentance. The Rabbi will communicate such restoration to the Congregation in a timely manner.
Regular public worship services shall be conducted each Saturday. Additional worship, study, service, fellowship, prayer, and/or business meetings shall be provided and announced in accordance with the recommendation of the Elders.
There will be an annual meeting of the membership to be held on a date determined by the Board. Public notice of the time and place for the annual meeting will be published for at least two (2) consecutive Saturdays preceding the date of the meeting. At the annual meeting, the Board-approved budget and any reports will be presented, candidates for non-elder Directors and Shamashim will be presented and elected, and any other business matters the Board may deem appropriate.
Special business meetings of the congregation may be called by the Rabbi, the Board, or at the written request of a majority of the Active Members. Public notice of the time, place, and purpose of the special meeting will be published at least two (2) Saturdays preceding the date of the meeting, and an email will be sent to all members at least seven (7) days prior to the special meeting. Emergency meetings (as defined by the Board) will require an email to all members at least twenty-four (24) hours prior to the emergency meeting. No other matters shall be discussed or voted upon at a special meeting unless identified in the notice.
The Rabbi will serve as the Moderator for Congregation business meetings unless the Board otherwise designates. If the Rabbi is unable or unwilling to serve, the Board will nominate a Moderator pro tem from among their membership to facilitate the meeting. In conducting its affairs, the latest edition of Robert’s Rules of Order may be the parliamentary guide and may be invoked by the Moderator to establish order and/or procedure not specifically covered by these Bylaws.
Minutes of the annual and special business meetings of the Congregation will be taken and kept in the records of the Congregation under the custody of the designated Secretary.
According to the Biblical pattern of leadership, the Messiah, Yeshua, is Head of the body and Elders are the leaders of the local congregation. Spiritual authority rests with a plurality of Elders, therefore, KSS will seek to maintain the same. Each believer is a servant of the Lord and has a vital role in the ministry of the congregation.
The corporate powers of the Congregation shall be exercised by or under the authority of the Board of Directors, also referred to in these Bylaws as the “Board,” or the “Directors.” The powers, business, and property of the Congregation shall be exercised, conducted, and controlled by the Board for the purposes of overseeing the legal, business, financial, and administrative affairs of the Congregation with consensus agreement. If, in the course of the decision-making processes, the Board cannot unanimously agree, then the decisions will be made by a majority vote of the Board members present and voting at that meeting. The Board will appoint a mediator or otherwise decide how to break a tie if that case ever arises.
The Board shall consist of the Rabbi, Elders, and other lay members appointed to the Board, who shall be Active Members of the congregation, and Elder-eligible upon appointment to the Board. For the purposes of these Bylaws, “Elder-eligible” means that Board member must possess the same qualifications scripturally required of an Elder. An Elder must be someone who has been immersed as a believer, is willing to serve, and whose character, conduct, and convictions conform to the Scriptural qualifications set forth in 1 Timothy 3:1–7 and Titus 1:6–9:
The Treasurer and Secretary may be non-voting members of the Board, unless they are Directors. The Board will typically consist of Elders, but if a sufficient number of Elders does not exist, then other qualified laypersons can be nominated and elected. The authorized number of Board Members shall be such number as may from time to time be authorized by the Board, provided that such number shall not be less than three (3). The goal is to have an odd number of Directors to avoid tie votes. No more than fifty (50) percent of the Board shall be paid, and no board member shall be related to one another.
Non-elder Board candidates shall be nominated by the Board of Directors and elected by the congregation with the understanding that these Board members should be eligible for Eldership. Upon election, non-elder board members shall serve for a term of three (3) years. There may be three annual classes of non-elder Board members so that approximately one-third (1/3) are up for election every year to maintain continuity and make for smooth transitions within the Board. There shall be no limit to the number of consecutive terms a non-elder Director may serve provided the candidate continues to meet all requirements for the position.
Elder Board candidates (but not the Rabbi Elder) shall be nominated by the Board by 2/3 vote. The nominated candidate(s) will be presented to the congregation for consideration. The congregation shall participate in the appointment process during a two-week review period prior to appointment. During the review period, congregants may submit relevant information that will assist the Board in the decision-making process. Elders shall be appointed by 2/3 vote of the Board and shall be raised up by prayer and the laying on of hands (Acts 6:6, 13:3).
The Elder Directors shall serve for an indeterminate term. The board shall annually elect a Chair to set agendas and facilitate the meetings, which may or may not be the Rabbi, the secretary should take the minutes and Treasurer to oversee finances.
Without prejudice to the general powers outlined above, and subject to the same limitations, the Board, which ultimately should all be Elders, will have the following duties and powers:
The Board may delegate some of its authorities and duties to individual Elders, staff Members, Shamashim, ministry teams, and others as long as the delegation does not breach its fiduciary duties to the Congregation. The Board may also invite the Chairpersons of the teams/committees of the church to be non-voting invitees to Board meeting whenever projects or programs in which their team/committee may be involved are to be considered, for example, preparation of the annual Congregation calendar.
A vacancy on the Board because of death, resignation, removal, disqualification or any other cause shall be filled by nomination and election by majority of the Board for the remainder of the term.
Any Board member may at any time deliver a written notice of intent to resign to the Rabbi, which shall be effective upon acceptance by the Board. Other than the Rabbi whose removal is provided below, any Officer or Director may be removed at any time with or without cause when, in the sole judgment and discretion of the Board, by a three-quarters (3/4) majority of the Board that such individual should no longer serve as a Board member and members approve by majority vote. In the event any director is so removed, a new Director may be elected by majority vote of the Board.
A contract or other transaction between the Congregation and one or more of its Board Members, Rabbi, Officers, Shamashim, or family members thereof (hereinafter “Interested Party”), or between the Congregation and any other entity, of which one or more of the Congregation or its Board Members, Rabbi, Officers, or Shamashim are also Interested Parties, or in which entity is an Interested Party has a financial interest – shall be voidable at the sole election of the Congregation unless all of the following provisions are satisfied:
Common or interested Board Members may not be counted in determining the presence of a quorum at a meeting of the Board (or a committee thereof) which authorizes, approves, or ratifies such contract or transaction. Notwithstanding the above, no loan shall be made by the Congregation to any of its Board Members, Officers, Rabbi, Shamashim, or Members.
Consistent with the above policy in Section 6, the Board shall adopt a Conflicts of Interest Policy that will provide for full disclosure of material conflicting interests by Board Members, Officers, Shamashim, or employees. This Policy shall permit the Board to determine whether the contemplated transaction may be authorized as just, fair, and reasonable to the Congregation.
No salary or compensation shall be paid to any member of the Board in his or her capacity as Member of the Board, but nothing herein shall be construed to preclude any Board Member from serving the Congregation in any other capacity and receiving reasonable compensation. Moreover, the Board member may receive reasonable reimbursement for travel and other approved expenses upon request and written documentation.
Regular meetings of the Board may be held at least monthly but no less than quarterly and at any place and time that has been designated by the Board.
Special meetings of the Board may be called by the Rabbi or by a majority of the Board members for whatever purpose or purposes at any time. The transactions of any meetings of the Board however called and noticed and wherever held, will be valid as though at a regular meeting.
Notice of the time and place, and in the case of a special meeting, the purpose of every meeting of the Board will be in writing and will be duly sent, mailed, or otherwise delivered to each Board Member not less than five (5) days before the meeting; providing that no notice of any regularly scheduled or adjourned meeting need be given. Notice can be waived by all board members if desired and necessary.
One half (1/2) of voting Board Members present at the beginning of a meeting shall constitute a quorum for purposes of transacting business at a meeting. Every action taken or decision made by a majority of the Board shall be deemed to be the act of the Board Members.
Any action required or permitted to be taken by the Board Members may be taken without a meeting if all of the Board Members, individually or collectively, consent in writing to the action. Such action by written consent shall have the same force and effect as the unanimous vote of the Board Members. Such written consent or consents shall be filed with the minutes of the proceedings of the Board Members.
Except as otherwise provided in these Bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.
Members of the Board of Directors or of any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at such meeting. When such a meeting is conducted by means of a conference telephone or similar communications equipment, a written record shall be made of the action taken at such meeting, noting participation of those who were present by means of such communications equipment.
The Board, by majority vote of all Directors in office, may appoint two or more persons from among its number to serve as special Board team, such as the Board may determine are necessary, which shall have such powers and duties as shall from time to time be prescribed by the Board. Except as otherwise provided by law, the Articles of Incorporation, these Bylaws, or by a Resolution of the Board, each Board team may not exercise the authority of the Board.
Minutes of the meetings of the Board will be recorded and taken by a secretary who shall have custody thereof and be responsible for circulating copies to the Board members in a timely manner.
The Officers of the Church will be Rabbi/President, Secretary, Treasurer, and such officers that the Board may from time to time deem necessary.
Except for the President, candidates for Officer will be appointed by a majority vote of the Board Members for a one-year term without limitation for reelection or until their successor is elected and qualified.
The Board will annually appoint a Secretary. The Secretary will be a member of the Board but may or may not be an Elder. The Secretary will record and preserve the minutes of all business meetings of the Board. The Secretary will also serve as the secretary of the congregation and record and preserve the minutes of all Member business meetings. The Secretary will maintain an up-to-date membership roll and prepare and forward membership letters. The Secretary will be charged with the duty of giving proper notice to the Congregation and Board members of all respective business meetings.
The Board will annually appoint a Treasurer. The Treasurer will be a member of the Board but may or may not be an Elder. The Treasurer will be responsible for all monies collected and distributed by the Congregation and shall make financial reports to the Board. The Treasurer will ensure that a financial report is made available for Members at the annual Members meeting and such other Members meetings wherein a financial report is deemed necessary. A copy of the financial records will likewise be available to the Members on a quarterly basis. Proper records and books concerning incoming and outgoing funds will be kept and such records and books will be made available for auditing or inspection.
A Shamash shall be an immersed believer. In addition to their willingness to serve, Shamashim must meet the Biblical qualifications outlined in Acts 6:3 and 1 Timothy 3:8–12:
Shamash candidates shall be chosen by the Board. The congregation shall participate in the appointment process during a two-week review period prior to appointment. During the review period, congregants may submit relevant information which will assist the Elders in the decision-making process. Shamashim shall be appointed by unanimous vote of the Board and shall be ordained by prayer and the laying on of hands (Acts 6:6, 13:3).
The authorized number of Shamashim will be such number as determined by the Board from time to time. Members may recommend candidates for Shamash to the Rabbi. The Board, or its designees, will interview potential candidates to determine if they meet the above qualifications and have a desire to serve. No candidates will be nominated without their consent. Qualified candidates nominated by the Board will be presented to the congregation at the annual business meeting for election by majority vote of the members. Upon election/appointment, the Shamashim shall serve for an indeterminate term subject to a regular review by the board of the Shamash’s good standing in the congregation and conformity to the biblical qualifications for Shamashim.
A vacancy within the Shamashim because of death, resignation, removal, disqualification, or other cause may be filled by majority vote of the Board for the remainder of the term.
A Shamash may be removed by three-quarter (3/4) majority decision of the Board of Elders with or without cause, but not before applying biblical principles of reconciliation (Matthew 18:15–17). A Shamash may resign his or her office after giving reasonable notice.
The office of Shamash arose out of the Elders’ need to devote time to prayer and the ministry of God’s Word (Acts 6:3,4). The Shamash is a helper, not an overseer. He or she attends to physical needs among the congregants and functional needs of the congregation, as opposed to spiritual oversight. Their duties include but are not limited to:
The Shamashim may meet as often as necessary to carry out their duties and responsibilities. A Chairperson will be elected annually from among their members to facilitate meetings and regularly report to the Board on the ministries.
The Board may establish such other ministries or committees (Standing and Special) as needed to assist in the performance of its responsibilities. These ministries or committees shall function under the oversight of the Board but shall continue to pursue their delegated responsibilities as defined by the Congregation and those tasks specifically delegated to them. A Special Committee may not exist beyond the duration of one year without reauthorization by the Board.
The organization, authorities and responsibilities of each Standing and Special committee shall be described more fully in the Congregation Policy and Operations Manual.
Candidates for teams, committees or ministries may be recommended to the Board based on SHAPE (Spiritual gifts, Heart [passion for a particular ministry], Abilities, Personality traits, and Experience) for consideration and appointment by the Board. Unless otherwise stated in these Bylaws, the Board shall appoint capable people for Chairperson or Leader to oversee and run such teams, committee or ministries.
Non-pastoral staff, including office staff, functions as servants in coming alongside of the pastoral staff and the body of the Congregation to support them in ministry. It is the Rabbi’s responsibility to lead ministry staff in the direction that helps the Congregation accomplish its goals.
The duties and responsibilities for all staff positions will be formulated and approved by the Rabbi and the Board.
Selection and approval of non-pastoral staff will be the responsibility of the Board, with recommendations by the Rabbi.
Any staff member may at any time resign by submitting written notice to the Rabbi or the Board. Any non-pastoral staff member may be terminated upon recommendation by a supervising staff member and approval by the Board. Such terminations of staff may be reported to the Members but do not need Membership approval.
The development of a Congregation policy and operation manual will be overseen by the Board or its designee with professional consultation and review. This manual will include all Congregation policies, procedures, job descriptions, and organization charts depicting lines of responsibility in the administration of the Congregation. The manual will be kept in the Church office and made available for use by any member of the congregation. The Congregation Secretary will maintain the manual. The Board or its designee shall review the manual at least annually, with the authority to recommend changes for the Board to consider and vote on.
The Board or its designee will be responsible for compiling and maintaining a policy and operations manual for the day-to-day administrative functions of the Congregation not covered in the Constitution and Bylaws. Subjects covered may include, but are not limited to, the following:
All funds for the maintenance of the congregation shall be provided by the tithes and offerings of those who fellowship in the Congregation and others who desire to give to this Congregation. These offerings shall be administered by the Directors of the Congregation. (Malachi 3:10; Luke 6:33; 1 Corinthians 16:1–2; 2 Corinthians 9:6–8).
The Board, or its designee, will prepare and submit an annual budget to the Board for approval at the regular business meeting in November/December of each year. The inclusive budget will be presented indicating the amount needed and sought for all local and other expenses with an annual strategic plan. The Board, or its designee, should conduct or arrange for an annual review or audit of a type and nature they deem appropriate; however, every five (5) years, the Congregation should conduct either a review or audit by an outside auditor.
All funds received for any and all purposes shall pass through the hands of the Congregation Treasurer, or their designee, and be properly recorded on the books of the Congregation. A system of accounting for handling of all funds shall be the responsibility of the Finance Committee.
The Board will select banks, trust companies, or other depositories in which all funds of the Congregation not otherwise employed will, from time to time, be deposited to the credit of the Congregation.
All checks or demands for money and notes of the Congregation shall be signed by such Officer or Officers or such other persons as the Elders may from time to time designate. Any check over the amount of two thousand five hundred dollars ($2,500.00) shall require two authorized signatures from two disinterested Board members or Officers.
The Board, in consultation with the necessary committees, will have the power to fix, and from time to time, to change the fiscal year of the Congregation. Presently, the fiscal year will be on a calendar basis. Accurate records will be kept by all organizations of the Congregation and report made on the fiscal year basis. All funds handled by any and all organizations will be reported to the Board.
The President and Treasurer can sign contracts together to bind the Congregation once approved by the Board or according to its procedures. However, the Board may authorize any Officer or Officers, agent or agents of the Congregation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Congregation, including real estate transactions once
proper approval has been sought and obtained. Such authority may be general or confined to specific instances. All contracts for major services or expenditures should be reviewed by a competent attorney.
The Elders may establish on behalf of the Congregation any endowments for the general purposes or for any special purposes of the Congregation.
The Congregation may accept any designated contributions, grant, bequest, or devise consistent with its general tax exempted purposes, as set forth in the Articles of Incorporation. As so limited, donor-designated contributions will be accepted for special funds, purposes, or uses as approved by the Board, and such designations generally will be honored. However, the Congregation reserves all rights, title, and interest in and to control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any funds (including designated contributions) to assure that such funds shall be used to carry out the Congregation’s tax-exempt purposes.
The Board will establish procedures to receive and disburse by check all funds allocated to them in the Benevolence Fund. It shall be the duty of the Shamashim as a Benevolence Team to determine needs of the congregants or others in the community as they arise. The Shamashim will examine the need of the recipients of these designated funds.
The Board may authorize in writing any Officer(s) or agent(s) of the Congregation to enter into any partnerships or joint ventures or create auxiliary corporations or limited liability companies that the Board determines will advance the religious purposes and goals of the Members as described herein and not violate the Congregation’s tax-exempt status.
In any dispute arising between or among Congregation members, rabbi, or staff, the dispute may be resolved by the Congregation Board (or a duly appointed team from the Congregation Board) under the Christian Conciliation Rules and Procedures published at www.ICCPeace.org. All employees of the Congregation will sign policies or contracts with the Christian Dispute Resolution clause in it. All contractors and vendors of the Congregation should be asked to sign policies or contracts with the Christian Dispute Resolution clause in it.
Any dispute between a member and the Congregation shall be resolved though Christian Conciliation. Christian mediation should be attempted but if it does not resolve the dispute then legally-binding Christian Arbitration shall be employed by the Board or individuals selected by the Board in accordance with the Rules of Procedure for Christian Conciliation found at www.ICCPeace.org. A decision will be reached after prayerful consideration, in a spirit of humility, with the Arbitrator(s) seeking that which most glorifies God and regarding one another before himself.
Judgment upon an arbitration decision may be entered in any court otherwise having jurisdiction. Jurisdiction and venue shall be the county and state where the Congregation is located and Virginia law will apply to dispute. Members, pastors, staff or third-party vendors/contractors shall understand that these methods shall be the sole remedy for any controversy or claim arising against the Congregation and expressly waive their right to file a lawsuit in any civil court against one another or the Congregation for such disputes, except to enforce an arbitration decision. In that case, judgment upon an arbitration award may be entered by any court having competent jurisdiction, in conformity with the laws of the Commonwealth of Virginia. Notwithstanding this above provision, to protect the Congregation and its members and under its risk policy procedures, the Congregation is required to maintain liability insurance. Therefore, this conflict provision is conditioned upon agreement by the Congregation’s insurers that, in light of the particular facts and circumstances surrounding the disputed matter, this provision, and the process it establishes will not diminish any insurance coverage maintained by the Congregation.
Any person made or threatened to be made a party to any action or proceeding, whether civil or criminal by reason of the fact that he or his testator is or was a Director, Elder, Deacon, officer, employee or agent of the Congregation, may be indemnified by the Congregation, and the Congregation may advance his related expenses, to the full extent permitted by law. The Congregation may purchase and maintain insurance to indemnify:
In the event of dissolution, the property and all assets of KSS shall be transferred to Chosen People Ministries, New York, New York, or another 501(c)3 church or ministry with similar Messianic Jewish faith and mission as decided by the Board.
The Bylaws may be amended by two-thirds approval and recommendation of the Board of Directors/Elders and two-thirds (2/3) vote of the members present and voting at a properly called members’ meeting, provided the amendment shall have been offered in writing at a previous members’ meeting, and shall have been announced from the pulpit at worship services two 2) successive Saturdays prior to such vote. All amendments should be reviewed by a competent attorney.
Charter Membership into the newly incorporated KSS shall be granted in the following manner: