PROPOSED BYLAW CHANGES

Overall

The proposed bylaws are a major rewrite, not just an edit. They:

  • reorganize the document from 14 articles to 27 articles

  • add much more detail on Mexican legal compliance, governance, elections, discipline, conflicts, committees, and authority limits

  • shift more formal power to the General Assembly

  • clarify that CHESMA is egalitarian, non-discriminatory, and politically neutral

Major new concepts added

1. Legal structure is much more explicit

New in proposed bylaws:

  • CHESMA is expressly described as a nonprofit civil association under Mexican law

  • the Acta Constitutiva controls if there is any conflict with the bylaws

  • new article on political neutrality and legal compliance

  • new article on severability

  • new article on governing law and interpretation

Old bylaws: mentioned Mexican law in a few places, but did not build the legal framework into the beginning of the document.

2. Egalitarian identity is now central

New in proposed bylaws:

  • CHESMA is explicitly called an egalitarian community

  • a separate article defines egalitarian as not differentiating religious or secular roles by gender or sexual orientation

  • joint projects are limited to egalitarian organizations, except Masorti affiliates

Old bylaws: did not define CHESMA as egalitarian or restrict joint projects this way.

3. New anti-discrimination / anti-harassment rule

New in proposed bylaws:

  • explicit article prohibiting harassment and discrimination

Old bylaws: no stand-alone anti-discrimination article.

4. General Assembly becomes the “supreme authority”

New in proposed bylaws:

  • the General Assembly of Members is expressly the supreme governing authority

  • it has exclusive authority over:

    • amending bylaws

    • electing and removing directors

    • approving dissolution or merger

    • approving appointment of a rabbi

    • powers reserved by Mexican law

Old bylaws: governance was more Board-centered, although members still voted on key matters.

Membership changes

5. Membership rules are more formal and legalistic

New in proposed bylaws:

  • application review and reconsideration process

  • written member contact information and designated communication method

  • confidentiality protections for membership data

  • separate article defining Member in Good Standing

  • explicit 30-day grace period for dues before loss of good standing

  • reinstatement rules

Old bylaws: had simpler membership provisions and loss of good standing was more automatic when dues were not paid.

6. Family/Household membership is clarified

Proposed bylaws:

  • family/household membership is a single membership unit

  • only the two adults vote

  • each adult counts individually for quorum

  • after separation/divorce, each converts to single membership

Old bylaws:

  • similar concept, but phrased differently

  • included unmarried children under 18 or older if in full-time school, and elderly parents under care in the household

  • gave the couple two votes, but structure was less formal

7. Honorary membership removed

Old bylaws: had Honorary Membership with voting rights.
Proposed bylaws: no honorary membership category appears.

8. Non-Jewish members’ rights changed

Old bylaws: explicitly said non-Jews had all rights except holding office as officer/director and as otherwise determined by the Board.
Proposed bylaws: that express language is removed. Instead, eligibility for officer/director positions is addressed separately, and elected officers/directors must be Jews by birth or conversion.

9. Code of Conduct added

New in proposed bylaws:

  • members must follow a CHESMA Code of Conduct

  • violations can lead to disciplinary action

Old bylaws: no Code of Conduct provision.

Meetings and elections

10. Annual meeting date changed

Old bylaws: annual meeting no later than September 1
Proposed bylaws: annual meeting no later than the second Sunday following Passover, unless modified by the Board

11. Notice procedures are modernized

Proposed bylaws:

  • notice is based on the member’s designated written communication method

  • website and electronic postings may supplement notice

  • waiver of notice is spelled out

  • failure caused by outdated member contact information does not invalidate action if sent properly

Old bylaws: relied on mail, verifiable electronic means, newsletter, and Atención.

12. Voting is completely reworked

Old bylaws:

  • members voted for up to four officer positions

  • top vote-getters won office

  • tie-breaking eventually could be decided by the newly elected officers

  • absentee/proxy voting allowed if submitted in advance

Proposed bylaws:

  • voting is by complete slates only

  • each voting member votes for one slate

  • detailed rules for:

    • proxy voting

    • electronic voting

    • electronic participation

    • certification of votes

    • runoff elections after ties

  • officers/directors may not hold or vote by proxy

This is one of the biggest governance changes.

13. Quorum lowered

Old bylaws: membership quorum = one-third (1/3) of members, including proxies
Proposed bylaws: quorum = one-quarter (1/4) of voting members

14. Nominating process is much more restrictive and detailed

Proposed bylaws:

  • Nominating Committee must be neutral

  • members of that committee cannot be current officers, directors, candidates, or spouses/partners of candidates

  • only complete slates may be nominated

  • submission deadlines are formalized

  • candidate bios and slate vision statements are required

  • competing slates can send one message to members

  • tie votes trigger recess and runoff elections

Old bylaws: had a simpler nominating process and allowed additional nominations up to 10 days before the annual meeting.

15. Recessed meetings are expressly authorized

New in proposed bylaws:

  • a General Assembly meeting may recess and continue later for unfinished business, including runoff elections

  • proxies remain valid for recessed sessions unless revoked

Old bylaws: did not lay this out in detail.

16. Special meetings are much more formal

Proposed bylaws:

  • only certain persons/bodies may call them

  • secretary or nominating committee chair may call limited-purpose special meetings for procedural challenges

  • challenge procedures and deadlines are added

  • actions outside the noticed purpose are expressly null and void

Old bylaws: simpler special meeting rules; no elaborate internal challenge process.

Officers and Board changes

17. Officer term is clearly changed to two years

Old bylaws: inconsistent drafting appears in places, but effectively described one-year terms in Article VIII and some edits showed “two (2)” as attempted revisions.
Proposed bylaws: officers are clearly elected for two-year terms

18. Officers’ authority is sharply limited

New in proposed bylaws:

  • no officer may bind the Association alone unless expressly authorized

  • legal representation, contracts, banking, and administration require formal authority under Mexican law

  • no committee as a body may legally bind the Association

Old bylaws: gave the President and Treasurer more direct operational authority, including signing documents and handling financial matters.

19. President’s role is reduced / clarified

Old bylaws: President had broad duties, including supervision of employees, document signing, access to all records, committee ex-officio role.
Proposed bylaws: President presides, provides leadership, and serves as spokesperson, but explicitly does not unilaterally control financial, contractual, or administrative matters.

20. Treasurer’s powers are narrowed

Old bylaws: Treasurer was custodian/disbursing agent, made disbursements, presented detailed financial reports at all meetings, chaired/served on finance committees, and countersigned large payments.
Proposed bylaws: Treasurer oversees records, reporting, budgeting, compliance, and presents a written annual report, but may not act as sole signatory.

21. Check-signing rule changed

Old bylaws: checks/vouchers/notes over 10,000 pesos required Treasurer plus President or Vice President.
Proposed bylaws: Board must designate at least 3 authorized signatories, and generally 2 signatories are required for financial transactions.

22. Language requirement added for officers

New in proposed bylaws: all officers should be able to converse in Spanish and English.

Board governance changes

23. Board composition is more flexible

Old bylaws: Board consisted of four elected officers plus chairs of listed committees, with odd-number requirement and optional at-large members.
Proposed bylaws: Board consists of:

  • elected officers

  • at-large members approved by majority vote

  • committee chairs designated by the Board

Voting status can be specified in the appointing resolution. The old “odd number” requirement is removed.

24. Board meetings become more transparent

New in proposed bylaws:

  • board meetings are open to all members except executive session

  • executive session rules added for legal, personnel, financial, discipline, and confidential matters

  • summary actions from executive session must be recorded in minutes

Old bylaws: did not expressly open board meetings to members or define executive sessions.

25. Board action outside meetings is tightened

Old bylaws: allowed action without a meeting if all directors agreed in writing.
Proposed bylaws: keeps unanimous written/electronic consent but adds detailed invalidation language and documentation requirements.

26. Record retention policy added

New in proposed bylaws: Board must adopt a document retention and destruction policy.

Discipline and removal changes

27. Discipline process is much more detailed

Proposed bylaws:

  • defines “cause” broadly

  • allows temporary suspension up to 12 months

  • allows emergency temporary suspension

  • requires prompt notice and hearing

  • creates appeal rights

  • General Assembly may review expulsions at next meeting

  • prohibits retaliation

Old bylaws: had written charges, hearing before ad hoc committee, reprimand/removal from good standing/expulsion subject to Board approval, but far less detail.

28. Removal of officers/directors changes

Old bylaws: Board had broad authority over removal and vacancies.
Proposed bylaws: Officers and Directors may be removed by the General Assembly, with notice and opportunity to be heard.

Rabbi and staff

29. Rabbi appointment now requires General Assembly approval

Old bylaws: Board could engage a full-time, part-time, or visiting rabbi; membership could authorize Board to do so.
Proposed bylaws: Board may engage rabbinical services, but appointment must be approved by the General Assembly. Rabbi may not be on the Board.

30. Administrative staff article added

New in proposed bylaws: Board may employ administrative staff and senior staff report to the Board.

Committee changes

31. Committee authority shifts from Executive Committee to Board

Old bylaws: committees could be created/dissolved by the Executive Committee; Executive Committee appointed chairpersons except where otherwise stated.
Proposed bylaws: Board of Directors creates, modifies, dissolves committees and appoints/removes chairs.

This is a major power shift.

32. Committee budgets changed

Old bylaws: each committee had an automatic small spending allowance ($100 USD equivalent; Executive Committee $250).
Proposed bylaws: no automatic allowance. Each chair must submit an annual budget for Board approval, and no overspending without approval.

33. More standing committees added

Old bylaws standing committees:

  • Executive

  • Membership

  • Fundraising

  • Nominating

  • Program

  • Ritual

  • Communications

  • Tzedakah

Proposed bylaws keep those and add:

  • Education

  • Hospitality

  • Building and Facilities

  • Security

Also “Program Committee” becomes “Programming Committee.”

34. New restrictions on committee service

Proposed bylaws:

  • same-household members may not serve on Executive Committee at same time

  • congregational leaders and their spouses/partners may not chair Ritual Committee unless approved by 2/3 Board vote after disclosure

Old bylaws: no such restrictions.

New governance bodies and rules

35. Advisory Board added

New in proposed bylaws:

  • creates an Advisory Board

  • explicitly non-governing, non-fiduciary, non-voting

  • can advise only when asked

Old bylaws: no Advisory Board.

36. Conflict of interest article added

New in proposed bylaws:

  • officers, directors, committee chairs, and committee members must disclose conflicts

  • must abstain from discussion/vote

  • cannot be counted for quorum on that item

  • failure to disclose may be grounds for removal

Old bylaws: no dedicated conflict-of-interest article.

Amendment, indemnification, dissolution

37. Amendment rules modernized

Old bylaws: amendments by Board or 20% of members; 30-day notice; 2/3 vote of members present/voting/proxy; email procedure allowed if established by Executive Committee and approved by Board.
Proposed bylaws: still Board or 20% petition, still 2/3 threshold, but now uses General Assembly framework, formal notice contents, and verifiable electronic voting.

38. Indemnification narrowed

Old bylaws: very broad indemnification for officers, directors, and members, including attorney fees.
Proposed bylaws: indemnification applies to board members, officers, and committee members for good-faith actions, but not for:

  • fraud

  • intentional misconduct

  • gross negligence

  • violation of law or bylaws

  • internal disciplinary/governance proceedings

This is a substantial limitation.

39. Dissolution / merger is more detailed and stricter

Proposed bylaws:

  • requires General Assembly resolution by 2/3 of voting members present

  • requires quorum of at least 50% of members for dissolution/merger

  • provides detailed liquidation process

  • assets must go to similar nonprofit entities in Mexico

  • includes tax-deductible donee rules if applicable

  • requires formalization/registration under Mexican law

Old bylaws: had simpler dissolution language and did not state the 50% quorum requirement.

Provisions largely retained

These stay substantially the same, though rewritten:

  • nonprofit/no private profit principle

  • compliance with Mexican law

  • indebtedness limit: Board cannot incur a single expense exceeding 25% of total funds without membership approval

  • Robert’s Rules as parliamentary authority, subject to bylaws and law

  • January 1–December 31 fiscal year