PROGRESSIVE CHAVURAH

BYLAWS

Adopted May 7, 2001

ARTICLE I - MEMBERSHIP

1.1 There are two classes of Membership:

(a) General Membership is held by those individuals and their children under the age of 13 who have paid the dues prescribed for that class or had the dues waived. A General member over the age of 13 has one vote.

(b) Out-of-Town Membership is held by persons who reside out of the Boston area and wish to remain in touch with the Chavurah and have paid at the rate prescribed for that class or had the dues waived. An Out-of Town Member over the age of 13 has one vote, but is not counted in determining a quorum.

1.2 The amount of dues to be paid by each class of member shall be set from time to time by the Steering Committee. The Steering Committee may set a discounted rate for two or more members who share a household.

1.3 The dues year runs from the 1 July of each year to 30 June of the next year.

1.4 No person shall be denied membership in the Chavurah because of inability to pay dues. To that end, the prescribed amount of dues may be waived or reduced for any member, for reasons of financial hardship, by the Treasurer or by whoever else has been so designated by the Steering Committee.

ARTICLE II - ORGANIZATION

2.1 The Steering Committee is the governing body of the Chavurah. Except as otherwise provided in these bylaws, all decisions of the Chavurah are made by majority vote of the Steering Committee, a quorum being present. The Steering Committee constitute officers having the powers of directors, as provided in Massachusetts General Laws, Chapter 180, Section 6A.

2.2 The Steering Committee consists of no fewer than five Board Members, including a Chairperson and a Treasurer. They shall be elected at the Annual Meeting and shall serve for a term beginning on 1 July after their election and ending on 30 June of the following year and continuing thereafter until their successors are elected.

2.3 The Steering Committee shall manage the property and business of the corporation and may, from time to time, to the extent permitted by law, delegate any of their powers to committees, officers, or other agents of the corporation, subject to such limitations as the Steering Committee may impose.

2.4 The Steering Committee may reassign responsibilities among its own members, except to the extent that those responsibilities are fixed in the bylaws.

2.5 The Steering Committee may create standing and temporary committees, appoint members to such committees, and determine the manner of conducting committee business and the necessary quorum and vote required for a committee to take specified types of action.

2.6 Meetings of the Steering Committee shall be held at such times and places as it shall determine. A special meeting may be called by the chairperson and shall be called on the request of three Board Members. All Board Members shall be given reasonable notice of meetings. A quorum of the Steering Committee consists of a majority of its members.

2.7 The Chairperson shall be the chief executive officer of the corporation and shall have general charge of the day-to-day administration of the affairs of the corporation, subject to the direction, oversight, and control of the Steering Committee, shall preside at meetings of the Steering Committee and of the Membership, and shall have such other powers and duties as may be delegated from time to time by the Steering Committee.

2.8 The Treasurer shall be the chief financial officer of the corporation and shall have general charge of the financial affairs of the corporation, subject to the direction, oversight, and control of the Steering Committee, shall have authority in the name of the corporation and on its behalf in the usual course of business and as authorized by the Steering Committee to receive and pay out all moneys, collect debts, and sign or endorse promissory notes, bills, checks, and drafts, and shall have such other powers and duties as may be delegated from time to time by the Steering Committee.

2.9 The Steering Committee shall designate one of its members to be the Clerk of the corporation. The Clerk shall maintain the records of the corporation and shall perform such duties of a corporate clerk as are required by Massachusetts law. In the absence of any such designation, the Treasurer shall be the Clerk. If the Clerk is not a resident of Massachusetts, the Steering Committee shall also designate a Resident Agent in accordance with Massachusetts law.

2.10 Any action required or permitted to be taken at meeting of the Steering Committee may be taken without a meeting if all Board Members consent thereto in writing, signed by all the Board Members, and filed with the records of meetings of the Steering Committee. Such consents shall be treated for all purposes as an affirmative vote at a meeting.

2.11 The Steering Committee may adopt rules whereby business may be conducted by telephone, by e-mail, or by other means, provided that all Board Members are informed of such actions and are afforded the opportunity to have their opinions heard.

2.12 Any vacancy on the Steering Committee shall be filled for the remainder of the term by vote of the Steering Committee.

2.13

(a) An officer or other Board Member may be removed by the Membership by a vote of two-thirds of all members voting on the question, provided such number is also a majority of all members entitled to vote. A proposal must be submitted to the Steering Committee in writing and signed by ten or more members. After discussion at a meeting of the Steering Committee, the matter shall be submitted to a meeting of the Membership. Such meeting shall be held within forty (40) days after the Steering Committee meeting.

(b) At the Membership meeting, the Board Member in question shall have the opportunity to be heard, and further discussion shall be in order before the voting. Voting shall be by secret ballot. All members shall be notified of the proposal to remove a Board Member at least two weeks in advance of the meeting. The person whose removal is being considered shall not preside over the removal proceedings.

(c) In proceedings to remove a Board member, no proxy may restrict the ability of the person voting the proxy to exercise independent judgment, based on the discussions at the meeting.

(d) When a proposal has been made to remove a Board Member, the Steering Committee may suspend that person from his or her functions pending the meeting at which the proposal is to come before the Membership. Such suspension shall be in effect for no more than forty days and shall terminate immediately upon the defeat by the Membership of a motion to remove the Board Member in question.

2.14 The fiscal year of the corporation runs from 1 July to 30 June of each year.

2.15 The Corporate Seal shall be in such form as may be determined from time to time by the Steering Committee.

2.15 The Steering Committee may authorize any Board Member or other person in the name or on behalf of the corporation to enter into any contract or execute under corporate seal and deliver any deed, note, or other instrument, and such authority may be general or confined to specific instances. Unless so authorized, no Board Member or other person has the power or authority to bind the Corporation by any such contract or instrument to render it financially liable for any purpose or to any amount.

ARTICLE III - MEMBERSHIP MEETINGS

3.1 The Annual Meeting shall be held each year, on the date fixed by the Steering Committee, between 1 May and 15 June. The Steering Committee shall notify all members in writing of the date, time, and place at least two weeks before the meeting. In the event that the Annual Meeting is not held when scheduled, a Special Meeting in lieu of the Annual Meeting shall be held as soon thereafter as possible, at which the business normally conducted at the Annual Meeting shall be conducted, and all references in these bylaws to the Annual Meeting shall be deemed to include a Special Meeting in lieu of the Annual Meeting.

3.2 At the Annual Meeting, the Membership shall elect a Chairperson, a Treasurer, and as many other Board Members as they shall determine, shall receive the annual reports of the officers, Steering Committee, and other committees, and may conduct any other business of the corporation.

3.3 Voting for every contested position shall be by secret ballot and the candidate who receives a majority of votes cast shall be declared elected.

3.4 A special meeting of the Membership may be called by the Steering Committee and shall be called upon the request, in writing, of any three members entitled to vote, submitted to the Clerk, or by order of a court in accordance with Massachusetts General laws, Chapter 180, Section 6A. The Steering Committee shall notify all members in writing of the date, time, and place of a special meeting at least two weeks prior to the meeting.

3.5 A quorum at a meeting of the Membership consists of one-fourth of the General members entitled to vote, present in person.

3.6 Each meeting of the Membership shall have a written agenda prepared in advance and distributed prior to the beginning of the meeting. The Steering Committee shall fix the deadlines for submission of items for the agenda. Any items submitted within the deadline shall be included on the agenda for the next meeting. Any substantive motion not on the agenda is out of order unless specifically admitted by the chair or by two-thirds of the members voting on the question.

3.7 Proxy voting is available to members at meetings of the Membership under the following conditions:

(a) No member can designate as a proxy any person who is not a member, and no person can hold more than two proxies at the same time.

(b) A proxy must be in writing and be presented to the chair by the member to be represented or, at the meeting, by the member holding the proxy. A proxy is not valid for any question if it is presented after the voting on that question has begun.

(c) A proxy is valid only for the one meeting designated therein and for any adjournments of that meeting. Every proxy shall be recorded in the minutes of the meeting for which it is valid.

(d) A proxy can specify a certain vote or position to be taken on a specific subject or subjects or can be a general power of attorney for any or all business that may come before the meeting or can be any combination or permutation thereof. It is not valid for any subject for which proxy voting is prohibited by law or by these bylaws. It can be revoked by the member giving it at any time during the meeting for which it is effective, but it is not revoked solely by the member's attendance at the meeting.

(e) A proxy may authorize its holder to delegate the proxy to another person. Any such delegation must be in writing and is subject to the provisions of this Section. No such delegation is valid unless so authorized in the proxy.

(f) A proxy purporting to be executed by or on behalf of a member is deemed valid unless challenged at or prior to its exercise, and the burden of proving the invalidity rests on the challenger.

3.8 A vote of the Membership is binding on the Steering Committee and on all officers and committees. Except as otherwise provided in these bylaws, any decision of the Steering Committee or of any officer or committee may be overruled by the Membership.

ARTICLE IV - MISCELLANEOUS PROVISIONS

4.1 An amendment to these bylaws may be proposed on the Initiative of the Steering Committee or by any five (5) Chavurah members. An amendment shall take effect on being approved by two thirds of the members voting at any meeting of the Membership. Notice of any proposed amendment shall be included in the notice for that meeting.

4.2 The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of such person's being or having been an officer, director, or agent of the Corporation against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit, or proceeding, to the full extent permitted by law, except where such person is finally determined to have been guilty of bad faith or improper conduct of his/her duty as such officer, director, or agent. The Corporation may pay expenses incurred in defending any such action, suit, or proceeding in advance of its final disposition upon receipt of an undertaking by or on behalf of the person(s) involved to repay such amount unless it is ultimately determined that s/he is entitled to be indemnified. No person is entitled to any indemnity or interim payments unless and until such indemnity is authorized by the Steering Committee.

4.3 The Corporation may enter into a contract or other transaction with any member, officer, or director of the Corporation or with any corporation, firm, or association of which such person may be a director, officer, stockholder, member, or otherwise be a party to or have an interest in, pecuniary or otherwise, provided that the nature and extent of such person's interest is disclosed to the Steering Committee before it acts on such contract or transaction, and provided that no fraud was present. No member or officer who is a party to such a contract or transaction or who is a director, officer, stockholder, member, or otherwise interested in any corporation or firm which is a party to such transaction may participate in the vote to authorize the contract or transaction, except in the case of any contract or transaction between this Corporation and any other corporation or entity controlled by or under common control with this Corporation.

4.4 Whenever any document is required in these bylaws to be in writing, fax or e-mail shall be deemed to qualify. When a signature is necessary, an electronic signature shall qualify as a signature. The Steering Committee may regulate the operation of this Section in order to deal with issues of validation and security.