AMENDED CONSTITUTION AND BY-LAWS

OF THE

SEATTLE SEPHARDIC BROTHERHOOD

(includes amendments through 3-31-99)

The members of the SEATTLE SEPHARDIC BROTHERHOOD In accordance with Its existing By-Laws and Constitution, hereby adopt the following as the Constitution and By-Laws of the Seattle Sephardic Brotherhood at a meeting of the general membership on December 16, 1986.

ARTICLE I

Objects and Aims

The objects and aims for which the organization was formed are as follows:

1. To foster brotherhood and mutual benefits among its members by maintaining a fraternal organization which shall conduct meetings, be governed by a representative form of government, be organized under a lodge system, follow a ritualistic format and to provide educational assistance for its members.

2. To foster brotherhood and mutual benefits among its members by:

a. Elevating the members of the organization intellectually and socially;

b. Promoting the Americanization of its members and other Sephardic Jews in the City of Seattle;

c. Alleviating the distress and suffering of impoverished members and other Sephardic Jews in the City of Seattle;

d. Attending the sick among its members and other Sephardic Jews;

e. Coordinating, promoting and encouraging cultural, social and educational activities among its members and other groups in the Sephardic community;

f. Sponsoring and assisting in the creation and development of youth organizations and youth activity for families of its members and others in the Sephardic community;

g. Operating and administering a cemetery in or about the City of Seattle for the members of this organization and others who might qualify under the requirements of the Orthodox Jewish religion to be buried there.

3. Contractual Services: To provide, on a contractual basis, cemetery and funeral benefits and services to persons who are members of other similarly purposed organizations and/or congregations at their own cemetery, even if such persons are not Members or Associate Members of the Seattle Sephardic Brotherhood and to operate and administer such organizations or congregations cemetery, subject to such terms and conditions as may be adopted by the Executive Board.

ARTICLE II

Membership

1. Full Membership

A candidate for admission to membership into this organization must be a Jewish male over the age of eighteen (18) years, and a member In good standing of either the Ezra Bessaroth Congregation or the Sephardic Bikur Holim Congregation, and shall pay such dues and Initiation fees as may be set by the Executive Board.

All Jewish young men belonging to either Ezra Bessaroth or the Sephardic Bikur Holim congregations; between the ages of 18 and 22 shall be granted automatic membership at no cost. Beginning at age 22 or what ever age is deemed necessary, dues would commence.

2. Associate Member

Single Jewish females or widows of non-members that otherwise meet the qualifications for membership shall be eligible for Associate Membership. It is Intended that Associate Members shall enjoy all benefits of the Seattle Sephardic Brotherhood, including burial benefits specifically, but such Associate Members shall not be entitled to vote, hold office, or attend meetings of the Brotherhood. No notice of such meetings shall be required to be given to Associate Members.

3. Full Membership

4. Associate Membership - Widow

If otherwise qualified for membership, a widow of a deceased member in good standing at the time of his death may continue as an Associate Member with no Initiation fees, regardless of whether or not she remarries, and will be billed Associate Member annual dues.

ARTICLE III

Voting on Application for Membership

Applications for membership shall be by petition in writing and shall be referred to the Executive Board for their vote. A majority of the votes cast in favor of the candidate is necessary to admit said candidate to membership.

ARTICLE IV

Expulsion and Suspension of Members

Members may be suspended or expelled by the Executive Board for the following reasons:

a. Violating the Constitution and the By-Laws;

b. Unjust criticism of the officers of the organization;

c. Non-payment of dues for a period of six months after said dues became payable, provided, that such member shall be notified in writing at least one month prior to his/her expulsion or suspension and be given an opportunity to pay the dues owing;

d. Continuous misconduct during meetings;

e. Any fraud in securing benefits offered by the organization to its members.

Any member may appeal the action of the Executive Board in the suspension or expulsion of a member to the membership at large at any regularly scheduled meeting, and a majority vote of the members present shall be required to affirm the action of the Executive Board.

A defaulting member may be reinstated upon his petition for reinstatement upon the recommendation of the Membership Committee, the subsequent approval of the Executive Board, and the payments of all dues in arrears and applicable initiation fees.

ARTICLE V

Dues and initiation Fees

Dues shall be set by the Executive Board from time to time and shall be payable in advance on the first day of December of each year for the following year. Initiation fees as applicable shall be set by the Executive Board and shall be payable prior to the applicants' admission to membership.

ARTICLE VI

Entitlement to Benefits and Rights

Except as may be limited by other provisions hereof, each member, his Jewish wife, his Jewish minor children (as defined by the Orthodox Jewish Religion), Associate Member and Associate Member-Widow are entitled to all of the rights, and benefits of the Seattle Sephardic Brotherhood as long as the member remains current with the dues which may be set by the Executive Board.

ARTICLE VII

Benefits and Rights of Members

Cemetery and Funeral Benefits. Cemetery and Funeral Benefits shall consist of:

Cemetery Plot (maximum size: double plot. Single plot cannot be reserved)

Transportation of the body

Washing and watching the body

Use of Chapel

Shroud

Casket

Hearse

Opening and closing of grave

Curbing around plot

Foundation for tombstone (maximum height of tombstone and base; 50 inches)

Costs of such items to members shall be determined by the Executive Board from time to time and shall be uniform to all members.

The items comprising cemetery and funeral benefits (except double plot) may be provided to non-members at such fees as may be determined by the Executive Board from time to time, which fees shall be higher for non-members than those set for members.

ARTICLE VIII

Committees

The following committees shall be standing committees of the Seattle Sephardic Brotherhood:

1. Funeral Committee

2. Cemetery Operations Committee

3. Perpetual Care Trust Fund Committee

4. Health and Welfare Committee

5. Scholarship Committee

6. Program Committee

7. Admission and Expulsion Committee

8. Rituals Committee

In addition, such other committees as the President of the organization may feel are necessary and appropriate.

ARTICLE IX

Officers

1. Title of Officers. The officers of this organization shall consist of the following: President, First Vice President, Second Vice President, Financial Secretary, Recording Secretary, Treasurer, Trustees (eleven In number). The immediate past President of the organization who shall be automatically designated as the Grand Trustee, the Head Rabbi of the Congregation Ezra Bessaroth, the Head Rabbi of the Sephardic Bikur Holim Congregation, and all past Presidents of the Seattle Sephardic Brotherhood shall be de-facto members of the Executive Board with full voting privileges. The above officers, trustees and the above specified de-facto members shall constitute the Executive Board of the organization.

2. Duties of Officers.

a. President. He shall preserve order and strictly enforce the provisions of the laws of the organization. He shall see that all the officers and members of the committees perform their respective duties. He shall appoint all committees and the chairmen thereof. He shall not vote except for application of membership and election of officers. When-there is a tie vote, he shall cast the deciding vote. He shall not make or second any resolution or motion. Nether shall he participate in any debate while in the chair. He shall at any time have the right to examine the books of the organization and perform all other duties pertaining to his office. He shall be an ex-officio member of all committees.

b. Vice Presidents. They shall assist the President in maintaining order in the organization. The First Vice President shall preside at all meetings in the absence of the President. The Second Vice President shall preside at all meetings in the absence of the President and the First Vice President.

c. Secretaries. The Recording Secretary shall at all meetings read the minutes of the previous meeting, report all the communications of the organization, shall keep accurate minutes of all meetings, and write all communications, summons and notices required. The Financial Secretary shall be responsible for the secretarial work of the organization not allotted to the Recording Secretary, shall receive all requests for charitable contributions, and shall establish and maintain a fiscal budget for all charitable contributions.

d. Treasurer. It shall be the duty of the Treasurer to submit statements for dues and funerals, to collect and keep all monies of the organization, and at all times have an accurate record thereof, and pay all bills and expenditures of the organization when so ordered by the President.

e. Trustees. It shall be the duties of the Trustees to look for ways and means of improving the activities of the organization, participate at all private meetings and assist the officers of the organization in the carrying out of their work.

3. Term of Office. The term of office shall be for two years.

4. Requirements: To be eligible for the office of President, Vice President, Secretary, Treasurer or trustee, a candidate must be a member In good standing of the Brotherhood for at least one year, and be a member In good standing of either Sephardic Bikur Holim or the Ezra Bessaroth.

In the event that an officer of the Brotherhood terminates his membership with Sephardic Bikur Holim or Ezra Bessaroth, he will immediately abdicate his office. The Executive Board shall appoint a successor for the balance of the term.

5. Nomination of Officers. Nominations shall be held on the last meeting in November. The President shall appoint a nominating committee who shall submit to the members the candidates for office for the ensuing year. After the nominating committees has submitted its candidates, the President shall call on the members to submit additional nominations if they so desire.

6. Election of Officers. Elections shall be held the last meeting In December, and shall be by secret ballot. A majority of all votes cast shall constitute a choice.

ARTICLE X

Meetings

1. General membership meetings of this organization shall be held at such times as may be set by the Executive Board, but in no event shall there be fewer than one general business meeting per year. All members shall be given due notice of each general meeting.

2. The Executive Board shall meet at least six times annually, and such meetings shall be called by the President.

ARTICLE XI

Amendments to the By-Laws and Constitution

Every proposed amendment, alteration or addition to this Constitution and By-Laws must be handed to the President In writing, and he shall present the same to the organization at the meeting next following. It may be adopted by a favorable vote of two-thirds of the members present.

ARTICLE XII

Rituals Committee

The President shall be empowered to appoint yearly a committee known as the Rituals Committee, to be composed of at least four member to carefully consider the ritual and ritualistic work of the organization and to recommend such changes or modifications therein as it may 'consider proper.

ARTICLE XIII

Order of Business

a. Presentation of the Colors of the United States of America and Pledge of Allegiance to the United States of America;

b. Invocation prayer by the Lodge Chaplain in accordance with the Orthodox Jewish Ritual;

c. Roll call of officers;

d. Reading and approval of minutes of previous meeting;

e. Report of Secretaries and the Treasurer;

f. Proposal of candidates;

g. Committee reports;

h. Unfinished business;

i. New business;

j. Balloting on proposed candidates',

k. Good of the Order;

1. Closing prayer; and

m. Adjournment.

ARTICLE XIV

The meetings of this Organization shall be conducted in accordance with Robert's Rules of Order. All members at a meeting shall constitute a quorum.