Published: May 8, 2025
Dear SAJ:
On June 4th, SAJ will hold its annual congregational meeting to elect new Board members and officers. Next week, you will receive an electronic invitation and proxy. Please be on the lookout for it – we need a quorum and ask everyone to submit an electronic proxy in advance.
As you may know, the Governance Task Force I chaired has been working to streamline our governance, including making our Board more effective and representative. When you receive your proxy, you will see that we are leaving three seats vacant on the Board for the upcoming year. This FAQ provides background, and, I hope, answers to your questions about these proposed changes to our governance.
For those who want to learn more about the governance process and proposed changes, I invite you to join me for a Q&A on May 19th from 6:00 PM to 7:00 PM on Zoom. Here is the link.
Thank you and I hope to see you on Zoom, at the annual meeting, or both!
Warmly,
Amy Yenkin
Chair, SAJ Governance Committee
Why is SAJ looking at its governance?
The last time the congregation looked at governance in a significant way was 2013-2015. Since then, our congregation has changed significantly. We realized that we needed an updated governance structure to support a bolder vision as a community – one that will give us the opportunity to fully leverage the strengths of lay leadership (all of you who serve on the Board or its various committees), Rabbi Lauren and Cantor Lisa, and our staff. In addition, NYS recently changed its guidelines for non-profits, including religious institutions, requiring us to undertake a review and revision of our bylaws.
Who was involved in this effort?
A year ago, Claudia Rader, SAJ’s Board Chair, convened a Governance Task Force that I chaired. I was beyond fortunate to have the following SAJers contributing to this major endeavor:
- Sue Beller, Congregant
- Janet Brain, Board/Executive Committee member and past Board Chair
- Laura Gottlieb Feldman, Board/Executive Committee member
- Avni Gupta-Kagan, Congregant
- Edward Guttman, past Board member
- Vanessa Lacker, Executive Director
- Claudia Rader, Chair of the Board
More recently, the following Board members joined our effort, focusing specifically on our bylaws:
- Shelly Friedland, Board member
- Hillel Hirshbein, Board member
- Dan Lowenstein, Board/Executive Committee member
The Governance Task Force completed its research and made its recommendations in April, and the new Governance Committee that I am chairing will continue the work.
What areas of governance is SAJ looking at?
- Board Structure – including size of the Board, terms and term limits, roles of officers, committees
- Decision-making and involvement by stakeholders at all levels
- Nominations and the development of a lay leadership pipeline
- Board engagement and education
How and when will changes be made?
Many of the proposals below require changes to our bylaws. The Governance Committee, working with an outside lawyer, will draft new bylaws and submit them for review by the Board in the fall. Once the Board signs off, the new bylaws will be presented to the congregation for adoption. Before any vote, we will share the new language and have additional opportunities to answer your questions.
What changes are being proposed?
Board size: The Board currently has 21 members. We propose to reduce its size to 18 or 15 members (NYS law requires religious institution Boards to have a membership divisible by three to ensure that at any given time there are three equal sized classes. This prevents a situation where there is a sudden turnover of the Board.)
Our research showed that most synagogues (even much larger synagogues) have smaller Boards than SAJ. With a smaller Board, every Board member can be more meaningfully involved in discussion and decision-making. When Boards are too large, a smaller group typically makes most decisions – a model we want to move away from. While the size of SAJ’s Board will be reduced, there is still room for a meaningful diversity of representation from the congregation, which is one of our goals.
Officers: We propose an enlarged Executive Committee structure with newly created Vice Chairs for Programs, Administration, and Growth and Sustainability.
In our research, we identified other best-in-class synagogues where this model was highly effective. This structure facilitates and streamlines processes – alleviating significant burdens currently on the Chair and Rabbi – and provides for improved synergies between committees.
Term Limits: Under the new proposals, Board members will be elected for up to two three-year terms. At that point, they will roll off the Board unless they join the Executive Committee, in which case they will be eligible for up to two more three-year terms.
Term limits are recognized as a best-in-class Board practice. Having them makes room for “new blood” and fresh ideas, builds a bigger pipeline of leaders, and will broaden SAJ’s knowledge base. Term limits also help the Board remain relevant, responsive, and effective, and improve transparency and accountability.
NYS law makes it difficult to include term limits in our bylaws. However, we will state our intention to adhere to term limits in our side notes to the bylaws and in our Board manual – as well as in our practice moving forward.
Committees: Our bylaws are out of date and include committees that have not been active in years or decades. Minimizing the number of Committees in the bylaws also allows SAJ more flexibility. We are still finalizing which will be included; the proposed changes will come to the congregation later this year when the bylaws are voted on. Our current active committees will not change – only whether they are listed in the bylaws or not. New committees, approved by the Board, can be added as needs of the synagogue change and adapt — new committees, though, would not be listed in the bylaws.
Nominations and Leadership Development: In the past, the work of the Nominating Committee has focused solely on filling Board seats. In the spirit of involving many more SAJers in decision-making and leadership at all levels of synagogue life, we created a process to build a robust leadership pipeline to include more of the congregation. This means identifying congregants not only for the Board but also for committees and task forces, tapping into their skills and interests, and with an eye towards having broad representation from the congregation. These efforts do not require any change to the bylaws.
If the bylaws are not changing until later this year, why are you telling me all of this now?
We need more time to revise the bylaws and bring them to the congregation, but we want to start acting on the recommendations now because we believe they will ensure that SAJ remains vibrant, strong, and healthy. In particular, we want to move to our targeted 18-person Board starting in June. However, because the bylaws have not changed yet, in order to remain in compliance we need the congregation to approve us leaving three of our current 21 Board seats vacant. Once the bylaws changes are approved later this year, those vacant seats will disappear.
How can I learn more?
I will host a Q&A Zoom session on May 19th at 6:00 PM to answer your questions regarding the governance process and recommendations.