Hillel By-Laws FAQ

Every company and non-profit organization is required to have a document called the “By-Laws” that states how the organization is governed. The By-Laws typically do not go into specifics about how the organization operates on a day-to-day basis, but do cover fundamental issues such as key leadership positions, elections, and oversight of finances. The By-Laws are like Hillel’s Constitution – they lay out the basics of how the school is governed, but not necessarily all the details. Back to Top

Why are we amending the By-Laws?

As organizations change and grow, the rules by which they operate need to change and grow with them. Over the last few years, it has become clear to everyone involved with running Hillel – volunteers and staff – that the current By-Laws are no longer adequate to manage a school as complex as Hillel. Hillel’s By-Laws were last amended in 2000, and those amendments were relatively minor. In this case, the By-Laws have been thoroughly reviewed and rewritten in order to reflect the maturing of Hillel as an organization and give it the foundation it needs to grow and thrive. Back to Top

So what exactly needs to be improved in the By-Laws?

It’s hard to boil all the issues down to a few key items, but here, in a nutshell, is where the major improvements were needed:

§ Clarification of leadership roles and responsibilities. There are many people involved in the leadership of Hillel – the Board of Directors, the Head of School, Board committees, the controller, the teachers, other parental committees, the PTA. One of the main goals of amending the By-Laws is making sure that the division of labor between these groups is both sensible and clearly defined.

§ Checks and Balances. A large, complex institution like Hillel requires a clear set of checks and balances so that it can run effectively and so that the parents can place their trust in the school. This includes, for example, how the Board of Directors oversees the Head of School, and how the school leadership communicates with the parents. One of the recurring themes of the proposed amendments is achieving transparency at all levels of operation through communication and oversight.

§ Election procedures. Nothing is more important to the health of an institution than ensuring the legitimacy of the leadership. To be blunt, the current By-Laws are not terribly clear as to how to run elections. Perhaps it doesn’t matter much when elections aren’t contested, but when they are contested, as they have been recently, it’s essential that the procedures and outcome be unambiguous. Back to Top

Hillel tried to amend the By-Laws last year, and that proposal was rejected. How are things different this time?

The goal – to give Hillel a set of By-Laws that will improve the management and function of the school – hasn’t changed. But the substance of the proposed By-Laws and the process by which they were drafted are very different. In July of last year, after the unsuccessful attempt at amending the By-Laws, Rabbi Sufrin convened a small group of parents whose task was to draft a new set of By-Laws amendments. None of the parents who sat on this committee is a current Hillel Board member. In fact, the committee is comprised of parents who voted (for various reasons) against last year’s proposed By-Laws, but who recognized the need for reform of the school’s operating structure. This committee of parents has worked together for over nine months to draft a set of By-Laws that meets the needs of the entire Hillel community: parents, Board members, administration, and staff.

The By-Laws you will vote on are different from both the current By-Laws and last year’s proposed By-Laws. This set of By-Laws incorporates some ideas from both of those as well as some new concepts. Before you vote on this set of By-Laws, you will have ample time to read, ask questions about, and understand the proposed changes. You can read about the details of this year’s proposed By-Laws in the sections below. Back to Top

Membership

Who are the Members of Hillel?

The Membership of Hillel consists of all parents of enrolled students. Last year’s proposed By-Laws considered a very different concept of membership, but the committee of parents who prepared this set of By-Laws did not consider that approach consistent with Hillel’s culture of parental involvement and leadership. Back to Top

Are parents who receive scholarship funds Members of Hillel?

Absolutely. Membership has nothing to do with whether a student receives financial assistance. Back to Top

Can anyone else become a Member of Hillel?

No. There are many ways for people who care about Hillel to be involved with the school, but Membership is reserved for the parents alone. Back to Top

What does it mean to be a Member of Hillel?

Members have the right to vote in Board elections as well as By-Laws amendments. Members also have the right to nominate new Board members (more on that later), and to propose amendments to the By-Laws. Members are entitled to receive all Board communications, to participate in Membership meetings called by the Board, and to call Membership meetings themselves. Back to Top

Board of Directors

What are the main responsibilities of the Board of Directors?

Ultimately, the Board of Directors is responsible for all aspects of the school – the excellence of its educational program, its financial health, maintenance of the building, and strategic planning, to name a few. In practice, the Board members do not do the day-to-day work of running Hillel; that is the responsibility of the Head of School and his administration. What the Board does do directly is:

· Supervise the Head of School by negotiating his contract, annually defining his goals and reviewing his performance, and auditing his adherence to school policies.

· Maintain the financial health of the school by setting the annual budget, and regularly reviewing and auditing the school’s books;

· Foster leadership by identifying and cultivating promising candidates to serve on the Board and its committees, and by running elections;

· Communicate with the Membership by holding Annual and special meetings, publishing the Annual Report, and hearing (and responding to) Membership concerns;

· Achieve long-term strategic goals through planning, communication, managing the school’s investments, and fundraising. Back to Top

If the Board does not make day-to-day decisions, how does it oversee the school to ensure the school that it is running properly?

The Board has a number of methods that it uses to oversee the school’s operations. The Board regularly reviews the school’s books to make sure that the school is financially healthy and that if there are problems, they are being addressed. The Board also reviews annually the Head of School’s performance.

A new feature of the By-Laws is the Board’s power and responsibility to audit the Head of School’s activities to make sure he adheres to School policies. Under the new By-Laws, the Head of School is required to document policies that define how the school operates. This gives Hillel transparency in its operations: the Head of School has the authority to run the School, and the Board has visibility into how decisions are made to ensure proper and fair management. Back to Top

Can non-Members serve on the Board of Directors? Can they serve as Officers?

Non-members can serve on the Board of Directors, but cannot serve as officers unless they were previously members for at least two years. This means that former members (i.e. former Hillel parents) are eligible to serve as an Officer. Officers must also have served on the Board for at least one year in order to be eligible for an Officer position.

The Board of Directors needs people with different talents, ideas, qualifications, and perspectives in order to best serve the school. Sometimes, the best people to meet those needs are not necessarily current Hillel parents. They may be alumni or former Hillel parents, or simply community members who are interested in helping Hillel thrive. In fact, the proposed By-Laws recommend (but do not require) that the Board include non-members so that the Board members bring diverse perspectives to the challenges they face. However, the number of non-Members who can serve on the Board is limited to seven of the twenty-one seats, or one-third of the Board. Back to Top

How many people sit on the Board of Directors?

Twenty-one. This is slightly smaller than the current 25-member board, and is based on the number of Board members needed to effectively staff the Board committees without having an excessive workload. Back to Top

Can Directors and Officers serve indefinitely?

No. Both Directors and Officers have term limits imposed. It is possible, however, for someone who previously served as an Officer or Director to return to those positions after some time away. Back to Top

Some of the Board committees now work with the Head of School instead. Why is that?

A number of committees – Education, Midot, Va’ad Hachinuch, and Scholarship – are no longer Board committees. They are now committees that report to the Head of School. This is not because these committees are less important or that community involvement is not desired in these areas. It’s simply because these committees participate in the day-to-day management of the school. Because the Board does not supervise the day-to-day operation of the school, these committees are more effective if they work directly with the Head of School. What the Board does do is supervise the Head of School, who in turn has those committees to assist him in his mission. Back to Top

Can anyone sit in on a Board meeting?

No. In order to operate effectively, the Board needs to be able to speak candidly about whatever issues arise so they can make the best decisions for Hillel. Back to Top

Can parents learn what decisions are made by the Board?

Yes. The proposed By-Laws require that the Board make the minutes of all meetings available to the Membership. This is a new requirement on the Board. The minutes are the official record of what decisions were taken at the meeting and provide the Membership with visibility into what the Board is doing. Occasionally the Board takes actions that are not recorded fully in the meetings – such as contract details or matters relating to legal proceedings – but this is the exception, not the rule. Back to Top

How else do the Board and the parents communicate with each other?

The Board is required to maintain a Communications committee whose responsibility is to hear and address parental concerns, as well as to regularly communicate with the Membership. The new By-Laws also require that the Board publish an Annual Report, which provides a detailed and candid assessment on the School’s finances, as well general status and progress on major School initiatives. Back to Top

Head of School

What are the main responsibilities of the Head of School?

The Head of School is responsible for the day-to-day operation of Hillel. He is like the “CEO” of Hillel. He has broad authority to hire teachers and administrators, define the curriculum, and oversee admissions, and spend Hillel funds within the limits set by the Board-approved budget. The Head of School also assists the Board in achieving Hillel’s long-term strategic goals. Back to Top

The Head of School has a big job. Isn’t it better to include the Board in day-to-day operations?

It is certainly true that one person can’t run Hillel alone. In order to be successful, the Head of School will have to assemble a leadership team of administrators, teachers, and volunteers to help run Hillel. But he cannot do his job without having the final authority to make decisions regarding day-to-day operations. The current By-Laws do not give him this authority, and everyone who helps run the School today recognizes this as a major weakness in running a school as complex as Hillel. Back to Top

What are the limits on the Head of School’s authority?

As discussed above, the Head of School is limited by the budget set by the Board, and the Board annually sets goals and priorities for the Head of School. The By-Laws also require that he run Hillel transparently. This means that even though the Board can’t overrule the Head of School, it has the authority to review specific decisions to make sure they are made fairly and in accordance with documented Hillel policies. If the Board has concerns, or if parents have grievances, the Board can use this power to make sure he is running the School effectively, systematically, and fairly.

As with any executive, the Head of School cannot make decisions in which he had a conflict of interest. If that occurs, those decisions are presented to the Board to avoid even the appearance of impropriety. Back to Top

Do the By-Laws mention any other paid positions?

The By-Laws require the Head of School to hire a controller who keeps the School’s books. The controller works together with the Head of School and the Board to keep Hillel financially healthy. Back to Top

Committees

What committees do the By-Laws require?

The By-Laws require both Board committees and Head of School committees. In most cases, these committees are advisory: they help the Board and the Head of School to do their jobs. Board Committees are: Nominating, Finance, Audit, Compensation and Evaluation, Communications, Development, and Facilities. Head of School committees are: Education, Va’ad Hachinuch, Midot, and Scholarship. Back to Top

Can non-Board members sit on committees?

Yes. With limited exception, non-Board members sit on both the Board committees and Head of School committees. Hillel needs parents and community members to stay involved through the committees to keep Hillel strong and also to train new Board members. Back to Top

What is the new By-Laws policy on scholarships?

The new By-Laws require that Hillel continue to have a policy of granting financial aid where appropriate. Back to Top

How is Scholarship policy set? How are scholarship decisions made?

The Board sets the total budget available for scholarhips as part of its overall responsibility to approve the annual budget. The Head of School is required to maintain a Scholarship committee which has responsibility for defining the policies for granting scholarships. This committee also reviews scholarship applications and makes decisions to grant financial aid. This committee will be comprised primarily of non-Members to ensure impartiality and privacy to the extent possible. Back to Top

Why doesn’t the Board give out scholarships directly?

As discussed earlier, the overall philosophy is to give day-to-day responsibility to the Head of School, and long term strategic responsibility to the Board. The Board makes sure that scholarship funds are allocated fairly by auditing the Head of School’s implementation of the Scholarship policy. Additionally, the Board will be composed primarily of parents, and it is easier to respect applicants’ privacy if scholarship applications are not reviewed primarily by other Hillel parents. Back to Top

Elections

Is the Board of Directors “self-perpetuating”?

No. The Board of Directors is elected by the membership. Many organizations today do have self-perpetuating boards, and there are some advantages to that structure. However, it is clear to the committee that drafted these By-Laws that Hillel parents are much more than customers, so Hillel not should be run like just like a business. We all strive to make Hillel a true community in which we work together to give our children the best possible Jewish education and upbringing. Depriving the parents of a voice in choosing the leadership of Hillel is simply not consistent with what Hillel’s culture is or should be. Back to Top

When are elections held?

Elections are held annually in September. Back to Top

What is the term of office?

The term of office for a Board member is three years. Each year, seven out of twenty-one Board members are elected. The term office for an Officer is one-year; Officeres are elected annually. Back to Top

If I want to join the Board of Directors, what do I need to do?

The Board maintains a Nominating Committee whose responsibility is to identify and cultivate talented individuals to join the Board. If you are interested in being nominated for Board membership, you should contact the Nominating Committee to get more details on what Board membership is all about.

The Nominating Committee’s responsibility is to make sure Hillel has the best Board possible, so not everyone who is interested in Board membership will be nominated. If you are not nominated, you should consider the many other avenues for parental involvement, including participating in Board committees and Head of School committees. Back to Top

If the Nominating Committee turns me down, what choices do I have?

The Nominating Committee will publish its list of nominated Directors and Officers prior to the September Annual Meeting. If you are still interested in running for Board membership, you can submit a competing slate of Directors to run against the nominated slate. You must submit seven names on the slate to compete for all seven open positions, and you have the option to submit a competing list of Officers or to accept the Officers nominated by the Nominating Committee. At the election, all slates will have equal opportunity to present their case to the membership. Back to Top

Why can’t I run as an individual for a seat on the Board?

Hillel has never had direct election of individual Board members. The Board needs to have the right mix of qualified people to run the School, and direct individual elections does not support that goal. By putting together a competing slate, you are demonstrating to the membership that you have a team of people with the right qualifications that is prepared to effectively contribute to the running of Hillel. Back to Top

Transition

When will the vote on the new By-Laws take place?

The vote will take place at the Annual meeting in September, 2008, as required by the current By-Laws.

Will the September elections take place according to the old By-Laws or the new By-Laws?

The September 2008 election of Directors and Officers will take place according to the old By-Laws. Following that election, the By-Laws will be voted on. If passed, they will govern Board members during the coming year. Back to Top

What does it take to approve the new By-Laws?

The new By-Laws must be approved by two-thirds of the Members who vote in the election. Approving new By-Laws is intentionally difficult – changing the By-Laws is a major step for any organization and should not be undertaken lightly. Back to Top

If approved, when do the new By-Laws take effect?

The new By-Laws will take effect immediately. Current Board members will retain their positions, even though that means the board will be temporarily larger than required by the new By-Laws. Over a three-year period, the board will shrink to its required size as the current directors complete their term of office. Back to Top

Other

What is the relationship between Hillel and Congregation Beth Jacob?

Hillel remains an independent institution with no formal links to Beth Jacob. The current By-Laws recognize the role that Beth Jacob has played historically in founding and nurturing Hillel. Out of a sense of hakarat hatov, acknowledging the good, the proposed By-Laws continue to recognize that relationship, using the same language that is in the current By-Laws. Back to Top

The By-Laws mention the “California Code of Corporations.” What is that?

The California Code of Corporations, or the CCC, is the set of state laws that govern all corporations, including non-profit organizations such as Hillel. Hillel is bound by these laws, whether the By-Laws say so or not. The CCC is a complex legal document, but if you’re interested, you can read it at www.leginfo.ca.gov.

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