We believe the Bible consists of the Tenach (the Torah, the Prophets and the Writings) and the New Covenant (New Testament). We believe the Bible is the only infallible, inerrant, and authoritative word of God. We recognize its divine inspiration and accept its teachings as our final authority in all matters of faith and practice.

We believe God is a unity, eternally existent in three Persons: Father, Son and Holy Spirit.

We believe God the Father is the High King of Heaven. He is eternal. He is Spirit. He is a person.

We believe Messiah Yeshua is the eternal Son of God. He is equal to God the Father in nature but lesser in authority. He is fully God and fully man. He was born of a virgin, lived a sinless life, died an atoning death, was buried and resurrected. He ascended to Heaven and will return in power and glory to Earth to fulfill the prophesied purposes concerning His kingdom.

We believe God the Holy Spirit is a person. He was active in the creation of the universe. He convicts the world of sin, righteousness and judgment; He regenerates, sanctifies, immerses, indwells, seals, empowers, illumines, guides, teaches and gives gifts to Christians and Messianic Jews.

We believe human beings were created in the image of God but through disobedience became alienated from God. Human beings are born with a sin nature. When we have faith in Messiah Yeshua, we receive a new nature. We believe that Yeshua died for our sins and that all who believe in Him are reconciled to God – not by any of their own efforts but by Messiah’s righteousness and atoning blood. We believe that personal faith in Yeshua is the only way of salvation.

We believe in the bodily resurrection of the righteous and the wicked. The righteous will experience everlasting life and the wicked will experience the second death in Hell.

We believe in the physical and spiritual restoration of Israel and that the re-establishment of the state of Israel is the fulfillment of prophecy. We believe God’s calling for Israel is irrevocable. We reject “Replacement Theology.” We believe Jewish people who have faith in Messiah Yeshua continue to be Jewish and Gentiles who follow Yeshua are “grafted in” and are united to the faithful remnant of Israel.

4.1 Reception into Membership: Christians and Messianic Jews may apply for membership. For reception into membership, applicants must:

1. Have faith in Messiah Yeshua.
2. Be baptized.
3. Have completed the application process for membership. This may be waived partially or totally at the discretion of the Elders.
4. Agree with Congregation Shema Yisrael’s doctrinal statement.
5. Not hold membership in any other congregation.
6. Have received the approval of the Elders.

4.2 Termination of Membership, Removal: Membership terminates automatically upon the death of a member, or upon resignation or withdrawal from the community. Membership may be terminated by the Board of Elders at its sole discretion at any time for just cause, including but not limited to: Departure from the Statement of Faith; conduct that is contrary to biblical standards of conduct; conduct that causes division; conduct that undermines the authority of the Rabbis and Elders; or conduct that goes against the spirit, purposes or activities of Congregation Shema Yisrael. Removal will be in accord with biblical principles reflected in Matthew 18, Titus 3:10-11, 1 Corinthians 5:9-13 and elsewhere.

4.3 Restoration of Membership: Someone removed from membership can be restored at the sole discretion of the Board of Elders. Restoration will be in accord with Biblical principles found in Matthew 18, Galatians 6:1 and elsewhere.

4.4 Voting Rights of Members: Members may vote to ratify or reject a resolution of the Elders for the purchase or sale of property, the nomination of a new Senior Rabbi, dismissal of the current Senior Rabbi, or other matters to be determined by the Elders.

4.5 Annual Meeting: The annual meeting of the members will be held by the end of May. Members may attend and make recommendations to the Elders.

4.6 Special Meetings: Special meetings of the members may be called at any time by a majority of the Elders or the Senior Rabbi.

4.7 Place of Meetings: All meetings of the members will be held at the Congregation’s principal place of meeting or at any other place determined by the Elders and stated in the notice of the meeting.

4.8 Notice of Meetings: Oral or written notice of the time, place, and purposes of a membership meeting will be given not less than 14 days nor more than 60 days before the date of the meeting.

4.9 List of Members: The secretary of the corporation will maintain a list of members.

4.10 Quorum: Unless a greater or lesser quorum is required by statute, members present in person or by proxy who, as of the record date, represented fifty-one percent of the members entitled to vote at a membership meeting will constitute a quorum at the meeting. Whether or not a quorum is present, the meeting may be adjourned by vote of the members present.

4.11 Voting: Each member is entitled to one vote on each matter submitted to a vote. A vote may be cast either orally or in writing. When an action is to be taken by a vote of the members, it will be authorized by a majority of the votes cast by the members entitled to vote, unless a greater vote is required by statute.

4.12 Minutes: The Secretary will record and maintain the minutes of all meetings of the Congregation.

5.1 General Powers: The business, property, and affairs of the corporation will be managed by the Board of Elders. They will oversee all the areas of the Congregation’s life and will have the authority to appoint chairmen of standing and special committees. As used in this Article, the term “Elder” means a member of the Board of Elders.

5.2 Number, Qualifications: There will be not less than three Elders on the Board as will be fixed from time to time by the Board of Elders. The Senior Rabbi will be a member of the Board of Elders and its presiding officer by reason of his office. Elders will be comprised of members who fulfill the qualifications for being an Elder specified in the Bible, including 1 Timothy 3 and Titus 1, and demonstrate spiritual maturity, wisdom and a call of God to serve in such capacity and to assist the Senior Rabbi in ministering to the spiritual needs of the Congregation as assigned by and under the direction of the Senior Rabbi.

5.3 Selection, Board Vacancies; Interim Action: If there are less than three Elders, vacancies on the Board of Elders will be filled as soon as a qualified candidate is determined in accordance with the following provisions: a vacancy on the Board may be filled with a person nominated by the Senior Rabbi and affirmed by the remaining Elders of the Board. During any period in which there are only two Elders, one of which is the Senior Rabbi, the Senior Rabbi’s vote will be determinative in the event of a tie vote. During any period in which there are four Elders, one of which is the Senior Rabbi, the Senior Rabbi’s vote will be determinative in the event of a tie vote. If at any time there are less than three Elders on the Board, action by the remaining Elders or Elder will constitute the action of the Board until such time as any vacancy or vacancies are filled. In the event that there should be no Elders, those vacancies will be filled by a two-thirds vote of the members present at a meeting duly called for that purpose at which there is a quorum.

5.4 Tenure: Elders will serve until death, resignation, or removal.

5.5 Resignation: An Elder may resign at any time by providing oral or written notice.

5.6 Removal: An Elder other than the Senior Rabbi may be removed at any time for violation of the criteria specified in the Bible including 1 Timothy 3 and Titus 1 and by a vote of the majority of the remaining Elders. In the event of a tie vote, the Senior Rabbi’s vote will be the determining one. The Senior Rabbi may be removed only as set forth in Sections 6.3 and 11.4.

6.1 Number: The officers of the corporation will be appointed by majority vote of the Board of Elders. The officers will be a president, a secretary, and a treasurer. There may also be a chairperson, vice president, and such other officers as the Board deems appropriate. Two or more offices may be held by the same person, but such person will not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or by the president or by the Board to be executed, acknowledged, or verified by two or more officers.

6.2 Term of Office: Each officer will hold office for the term appointed and until a successor is appointed and qualified, except that the Senior Rabbi’s service as president will be coincident with his service as Senior Rabbi. An officer may resign at any time by providing oral or written notice to the corporation.

6.3 Removal: An officer appointed by the Board may be removed with or without cause by vote of a two thirds majority of the Board, provided, however, that removal of the Senior Rabbi as President may only be for violation of the criteria specified in Scripture including 1 Timothy 3 and Titus 1 and will also require a two thirds majority vote of the Congregation’s members, at a duly called meeting of the Congregation, called for that purpose.

6.4 Vacancies: A vacancy in any office for any reason may be filled by the Board of Elders.

6.5 President: The Senior Rabbi, by reason of his office as such, will serve as president and chief executive officer of the corporation, the presiding officer of the Board of Elders, and will have authority over the general control and management of the business and affairs of the corporation. The president will have power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation, subject to approval of the Board of Elders. The president will sign all corporate documents and agreements on behalf of the corporation, unless the president or the Board instructs that the signing be done with or by some other officer, agent, or employee. The president will see that all actions taken by the Board are executed and will perform all other duties incident to the office. This is subject, however, to the president’s right and the right of the Board to delegate any specific power to any other officer of the corporation.

6.6 Vice President: The vice president, if any, will have the power to perform duties that may be assigned by the president or the Board. If the president is absent or unable to perform his or her duties, the vice president will perform the president’s duties until the Board directs otherwise. The vice president will perform all duties incident to the office.

6.7 Secretary: The secretary will (a) keep minutes of all Board and Congregation meetings; (b) be responsible for providing notice to each member or Elder as required by law, the articles of incorporation, or these bylaws; (c) be the custodian of corporate records; (d) keep a register of the names and addresses of each member, officer and Elder; and (e) perform all duties incident to the office and other duties assigned by the president or the Board.

6.8 Treasurer: The treasurer will (a) have charge and custody over corporate funds and securities; (b) keep accurate books and records of corporate receipts and disbursements; (c) deposit all moneys and securities received by the corporation at such depositories in the corporation’s name that may be designated by the Board; (d) complete all required corporate filings; (e) be responsible for the provision of receipts for contributions in conformity with the requirements of the Internal Revenue Service; and (f) perform all duties incident to the office and such other duties assigned by the president or the Board.

6.9 Compensation: Reasonable compensation of officers other than president for services performed for the corporation will be determined by the president, subject to approval by the Board of Elders.

All corporate documents (including stocks, bonds, agreements, insurance and annuity contracts, qualified and nonqualified deferred compensation plans, checks, notes, disbursements, loans, and other debt obligations) will not be signed by any officer, designated agent, or attorney-in-fact unless authorized by the Board or by these bylaws.

8.1 Nonderivative Actions: Subject to all of the other provisions of this article, the corporation will 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. This includes any civil, criminal, administrative, or investigative proceeding, whether formal or informal (other than an action by or in the right of the corporation). Such indemnification will apply only to a person who was or is an Elder or officer of the corporation or who was or is serving at the request of the corporation as an Elder, officer, partner, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit. The person will be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that the preceding will not require the corporation to indemnify any person for any liability, tax or expense to the extent that it is inconsistent with the corporation’s tax exempt status under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or would result in the imposition of tax under Section 4958 of the Internal Revenue Code. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or on a plea of nolo contendere or its equivalent, will not by itself create a presumption that (a) the person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, or (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.

8.2 Derivative Actions: Subject to all of the provisions of this article, the corporation will indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor because (a) the person was or is an Elder or officer of the corporation, or (b) the person was or is serving at the request of the corporation as a Elder, officer, partner, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether or not for profit. The person will be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that the preceding will not require the corporation to indemnify any person for any liability, tax or expense to the extent that it is inconsistent with the corporation’s tax exempt status under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or would result in the imposition of tax under Section 4958 of the Internal Revenue Code. Moreover, indemnification will not be made for any claim, issue, or matter in which the person has been found liable to the corporation unless and only to the extent that the court in which such action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for the expenses that the court considers proper.

8.3 Expenses of Successful Defense: To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 8.1 or 8.2 of this article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person will be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.

8.4 Contract Right; Limitation on Indemnity: The right to indemnification conferred in this article will be a contract right and will apply to services of an Elder or officer as an employee or agent of the corporation as well as in such person’s capacity as an Elder or officer. Except as provided in section 8.3 of this article, the corporation will have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the Board.

8.5 Determination That Indemnification Is Proper: Any indemnification under sections 8.1 or 8.2 of this article (unless ordered by a court) will be made by the corporation only as authorized in the specific case. The corporation must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 8.1 or 8.2, whichever is applicable. Such determination will be made in any of the following ways: (a) By a majority vote of a quorum of the Board consisting of Elders who were not parties to such action, suit, or proceeding. (b) If the quorum described in clause (a) above is not obtainable, then by a committee of Elders who are not parties to the action. The committee will consist of not less than two disinterested Elders. (c) By independent legal counsel in a written opinion.

8.6 Proportionate Indemnity: If a person is entitled to indemnification under sections 8.1 or 8.2 of this article for a portion of expenses, including attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the corporation will indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

8.7 Expense Advance: Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections 8.1 or 8.2 of this article may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding, on receipt of an undertaking by or on behalf of the person involved to repay the expenses, if it is ultimately determined that the person is not entitled to be indemnified by the corporation. The undertaking will be an unlimited general obligation of the person on whose behalf advances are made, but need not be secured.

8.8 Nonexclusivity of Rights: The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the corporation. However, the total amount of expenses advanced or indemnified from all sources combined will not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

8.9 Indemnification of Employees and Agents of the Corporation: The corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of Elders and officers of the corporation.

8.10 Former Elders and Officers: The indemnification provided in this article continues for a person who has ceased to be an Elder or officer and will inure to the benefit of the heirs, executors, and administrators of that person.

8.11 Insurance: The corporation may purchase and maintain insurance on behalf of any person who (a) was or is an Elder, officer, employee, or agent of the corporation, or (b) was or is serving at the request of the corporation as n Elder, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. Such insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify against such liability under this article or the laws of the state of Michigan.

8.12 Changes in Michigan Law: If there are any changes in the Michigan statutory provisions applicable to the corporation and relating to the subject matter of this article, then the indemnification to which any person will be entitled will be determined by such changed provisions, but only to the extent that any such change permits the corporation to provide broader indemnification rights than such provisions permitted the corporation to provide before any such change.

When authorized by the Board, a person will be reasonably compensated for services rendered to the corporation as an officer, employee, agent, or independent contractor, except as prohibited by these bylaws.

10.1 Deposit Accounts: The Board of Elders will determine and select a banking or savings and loan institution and authorize the opening of a checking account in the name of the corporation, and such other accounts as the Board may from time to time determine. The Board of Elders may, from time to time and in its sole discretion, change the designated institution or elect to engage the services of more than one such institution.

10.2 Deposit of Receipts: All receipts of the corporation, whether contributions, proceeds from activities conducted by the corporation, or otherwise, and whether received in cash, check, or money order, will be deposited and maintained in the account or accounts at the financial institution selected by the Board of Elders.

10.3 Contributions, Accounting: All contributions will be accounted for as such. Recording of identified contributions will include the date, amount, and identification of the contributor. Receipts for identified contributions will be issued at least annually at the close of the calendar year, and will conform to all requirements of the Internal Revenue Code and Treasury Regulations regarding deductibility.

10.4 Audit or Review: The Board of Elders may provide for a periodic audit, review, or compilation of the corporation’s accounts.

10.5 Disbursements: All expenditures will be authorized by the Board of Elders. Routine and recurring expenses do not require prior Board of Elders approval. The President may authorize non-budgeted, individual disbursements or withdrawals of up to $5,000.00 without prior Board approval, and properly documented, budgeted or regular expenses in any amount.

10.6 Reimbursed Expenses: The Board of Elders will adopt and maintain an accountable expense reimbursement policy that conforms with the requirements of the Internal Revenue Service regarding non-taxable expense reimbursements.

10.7 Credit Card Authorization: The Board of Elders may approve the application for and use of a credit card issued in the name of the corporation and one or more officers or employees for the purpose of facilitating the transaction of corporate business and/or travel on behalf of the corporation. Use of any such credit card will be for corporate purposes only, and no personal expenses may be incurred by any user on such account.

11.1 Religious Offices: Religious offices will include Senior Rabbi, Associate Rabbi, Elder and Deacon. Associate Rabbis will be selected by the Senior Rabbi and ratified by the Board of Elders. Deacons will be selected by the Board of Elders. They will assist the Elders in the conduct of ministry to the Congregation as more fully hereinafter set forth.

11.2 Senior Rabbi: The Senior Rabbi will guide the corporation in all matters which affect its spiritual life and direction. The Senior Rabbi will have the primary responsibility for developing and executing the policies, goals and practices for the spiritual enrichment of the Congregation. The Senior Rabbi has full authority to perform all religious duties and make all decisions which directly affect the spiritual life and direction of the corporation, in relation to its objectives, purpose, practices, and doctrinal beliefs. He will oversee the structure of worship services and education for the Congregation.

11.3 Selection, Term of Office: The Senior Rabbi will be selected by two-thirds majority vote of the Board of Elders. He will serve until death, resignation, or removal.

11.4 Removal: The Senior Rabbi may be removed from his office only for violation of the criteria specified in the Bible including 1 Timothy 3 and Titus 1 and upon the unanimous recommendation of the remaining Elders and a two-thirds vote of the Congregation’s members, such vote to be conducted at a duly called meeting of the Congregation, called for that purpose.

11.5 Compensation: The Senior Rabbi will be entitled to reasonable compensation for his services which will be determined by the Board of Elders.

11.6 Associate Rabbis: There may be Associate Rabbis who have authority to perform religious duties and who, under his direction and supervision, will assist the Senior Rabbi.

11.7 Selection, Term of Office: Associate Rabbis will be selected by the Senior Rabbi and confirmed by the Board of Elders, to serve at the pleasure of the Senior Rabbi for an indefinite term under the supervision of the Senior Rabbi.

11.8 Duties and Responsibilities: The religious duties and responsibilities of Associate Rabbis will be determined by the Senior Rabbi. They may also be assigned administrative duties by the Senior Rabbi.

11.9 Removal: Associate Rabbis serve at will and under the supervision of the Senior Rabbi, and may be removed from such office with or without cause by the Rabbi with the approval of the Board of Elders. In the event that the Associate Rabbi is a member of the Board of Elders, he will take no part in the vote, and in the event of a tie vote, the Senior Rabbi’s vote will be the determining one.

11.10 Compensation: The compensation of Associate Rabbis will be determined by the Board of Elders.

11.11 Elders: Elders will be members who fulfill the qualification of an Elder specified in Scripture including 1 Timothy 3 and Titus 1. They must demonstrate maturity, wisdom and a call of God to assist the Senior Rabbi in ministering to the needs of the Congregation as assigned by and under the direction of the Rabbi.

11.12 Selection, Term of Office: Elders will be selected in accordance with Article 5, Section 5.3 and serve without compensation, until death, resignation or removal.

11.13 Deacons: Deacons will be comprised of members fulfilling the criteria specified in Scripture including 1 Timothy 3 and Titus 1. Deacons will assist the Elders and oversee the responsibilities assigned to them by the Elders. They are appointed by a majority vote of the Elders. They may be removed from their office at any time for violation of the qualification specified in the Bible including 1 Timothy 3 and Titus 1, by a vote of the majority of the Elders. In the event of a tie vote, the Senior Rabbi’s vote will be the determining one.

12.1 Special Ceremonies: The Congregation has two special ceremonies – baptism and the Lord’s Supper.

12.2 Meetings: Meetings for public worship will be held each Sabbath and at such other times as the Senior Rabbi and the Elders may determine.

13.1 Authorization: Congregation Shema Yisrael is authorized to ordain men as a Rabbi. The Senior Rabbi and the Elders have the authority to ordain. They will ordain men of proven experience and character according to 1 Timothy 3:2-7, Titus 1:7-9, and Acts 6:3, who have demonstrated ability to undertake the burdens and charges of the ministry, who are in agreement with the doctrine, vision, principles and spirit of Congregation Shema Yisrael.

13.2 Authority, Duties and Responsibilities: Ordained Rabbis may conduct worship services, solemnize marriages consistent with the laws of the states wherein they minister, preach and teach religious doctrine and principles, officiate at funerals, administer the Lord’s Supper and baptism and other religious ceremonies consistent with ordained ministry.

13.3 Revocation: Ordination may be revoked at any time upon substantiation of charges of moral failing, departure from the Statement of Faith or other teachings of Congregation Shema Yisrael, misconduct demonstrating a lack of fitness for the ministry as determined in the sole judgment of the Rabbi and Board of Elders, express disharmony with the leadership and/or vision and spirit of the ministry of Congregation Shema Yisrael, or evidence a manifest spirit of rebellion.

13.4 Congregation Shema Yisrael’s responsibility to or for those who are ordained is spiritual in nature, and neither the corporation nor the Senior Rabbi nor the Board of Elders will be liable for any acts, conduct, decisions or omissions those who are ordained. Ordination alone confers no agency on behalf of the Congregation.

14.1 Submittal: Proposed Amendments to these Bylaws may be made by an Elder at any time. At least one week will be given to the Elders to consider the proposed amendment before the amendment can be approved.

14.2 Approval: Proposed amendments to these Bylaws must be approved by a majority of the Elders, including the Rabbi, at a duly called meeting of the Elders.

Upon the dissolution of the corporation, the Elders, after paying or making provision for payment of all of the liabilities of the corporation, will dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as will at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law), as the Elders will determine. Any of such assets not so disposed will be disposed of by the Circuit Court of Oakland County, Michigan, if the principal office of the corporation is located in the said county at the time of the dissolution of the said corporation, or by the Circuit Court (or equivalent thereof) of the county in which the principal office of the corporation is then located, exclusively, for such purposes or to such organization or organizations, as the said Court will determine, which are organized and operated exclusively for such purposes.