BY-LAWS
OF
Syracuse Jewish Family Service INC.

    ARTICLE I
    NAME AND OFFICES

Section 1.     The Certificate of Incorporation of the corporation is hereby made a part of these By-laws, and all matters hereinafter contained in these By-laws shall be subject to any provisions in regard thereto as are set forth in the Certificate of Incorporation.  All references in these By-laws to the Certificate of Incorporation shall be construed to mean the Certificate of Incorporation as amended from time to time.

Section 2.    The name of the corporation is Syracuse Jewish Family Service Inc.

Section 3.    The office of the corporation shall be located in the County of Onondaga, New York.

Section 4.    The corporation may also have offices at such other places both within and
without the State of New York as the Board of Directors may from time to time determine or the business of the corporation may require.

    ARTICLE II

    MEMBERS

Section 1.    The sole Member of the Corporation is Menorah Park, Inc. ("Menorah Park"), a New York not-for-profit corporation.

Section 2.    The Annual Meeting of the membership shall be held during the annual
meeting of the Menorah Park Board of Directors.  Special meetings of the membership may be called by the Member.

Section 3.    Any action required or permitted to be taken by the membership of the
Corporation may be taken without a meeting if the membership consents in writing to the adoption of a resolution authorizing the action.  The resolution and written consent shall be filed with the minutes of the proceedings of the membership.

ARTICLE III

 DIRECTORS

Section 1.   The number of directors shall be at least seven.   The number of directors may be increased or decreased by the vote of the membership; provided, however, that in no event shall the number of directors be less than seven or more than fifteen.  Directors shall be at least eighteen years of age and need not be residents of the State of New York.

Sections 2.  The directors, other than the first Board of Directors, shall be elected at the annual meeting of the membership, except as hereinafter provided, and each director elected shall serve until the third succeeding annual meeting of the membership after his or her election and until his or her successor shall have been elected and qualified (i.e., for a term of approximately three years).  The first Board of Directors shall hold office until the second annual meeting of membership.  Notwithstanding the previous two sentences, one third of the directors elected at the second annual meeting of the membership shall be elected for a term of one year, one third for a term of two years and one third for a term of three years.

Section 3.  Any director may be removed for cause at any time by the affirmative vote of the membership.

Section 4.  Newly created directorships resulting from an increase in the number of directors elected or appointed and all vacancies among such directors, including vacancies caused by removal for cause, may be filled by the affirmative vote of the membership.  A director elected to fill a vacancy and a director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of the membership and until his or her successor shall have been elected and qualified

Section 5.   The business, affairs and activities of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-laws prohibited.  The Board of Directors may delegate such authority as it deems desirable to any number of committees.  All committees shall report regularly to the Board of Directors and shall serve at the sole pleasure of the Board of Directors.

Section 6.   The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside the state of New York, at such place or places as they may from time to time determine.

Section 7.   The Board of Directors, by the vote of at least two thirds of the entire board, may authorize the purchase of real property by the corporation, or may sell, mortgage or lease the real property of the corporation; provided, however, that a sale, lease, exchange or other disposition of all or substantially all of the assets of the corporation must be authorized in accordance with statute, and leave of the Supreme Court in the judicial district or of the county
Court of the county in which the corporation has its office or principal place of carrying out the purposes for which it was formed shall also be required.

Section 8.    Any expenses incurred by the directors in the performance of their duties, including fees for legal and auditing services rendered to the directors and all other proper charges and disbursements of the directors, shall be paid by the corporation.  No part of the assets of the corporation shall inure to the benefit of, or be distributed to the directors except that the corporation shall be authorized to pay reasonable compensation for services rendered and make payments and distributions in furtherance of its purposes as set forth in the Certificate of Incorporation.

ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS

Section 1.    Meetings of the Board of Directors, annual, regular or special, may be held either within or without the State of New York.

Section 2.     The annual meeting of the Board of Directors shall be held within the month of June each year at such time, date and place as determined by the directors.

Section 3.    Regular meetings of the Board of Directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the Board.

Section 4.    Special meetings of the Board of Directors may be called at any time by the president on at least 5 days notice to each director, in the manner designated in Article V of these By-laws; shall be called by the president or secretary in like manner and on like notice on the written request of two directors; and may be called by any director in like manner and on like notice on written demand of not less than one fifth of the entire board.

Section 5.    Notice of a meeting need not be given to any director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 6.    Not less than one third of the entire Board of Directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by the Certificate of Incorporation.  The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by the Certificate of Incorporation or these By-laws.  If a quorum shall not be present at any meeting of directors, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7.    Unless the Certificate of Incorporation provides otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting, if a consent in writing to the adoption of a resolution authorizing the action so taken shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

Section 8.    Unless otherwise restricted by the Certificate of Incorporation or these By-laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and such participation in a meeting shall constitute presence in person at the meeting.

ARTICLE V
NOTICES

Section 1.    Whenever, under the provisions of applicable statute or of the Certificate of Incorporation or of these By-laws, notice is required to be given to any member or director, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such member or director, at his or her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.

Section 2.    Whenever any notice of a meeting is required to be given under the provisions of applicable statute or under the provisions of the Certificate of Incorporation or these By-laws, a waiver thereof in writing signed by the person 9 or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VI
OFFICERS

Section 1.    The initial officers of the corporation shall be chosen by the Menorah Park Board of Directors and shall be an executive director, a president, a vice president, a secretary and a treasurer.  The Board of Directors may also choose additional vice presidents, and one or more assistant executive directors, assistant secretaries and assistant treasurers.

Section 2.    The Menorah Park Board of Directors at its first meeting shall choose an executive director, a president, one or more vice presidents, a secretary and a treasure, none of whom need to be a member of the Board.  Any two or more offices may be held by the same person, except the offices of president and secretary.

Section 3.    The Menorah Park Board of Directors may appoint such other officers and agents as it shall as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

   
Section 4.    The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the Menorah Park Board of Directors may be removed at any time by the affirmative vote of a majority of the entire Board of Directors.  Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

The Executive Director and Assistant Executive Director

Section 5.    The executive director shall be the direct representative of the Board of Directors in the management of the corporation.  He or she shall have the authority and responsibility for the administration of the corporation, subject only to the policies enacted by the Board of Directors and to such orders as may be issued by the Board of Directors.

Section 6.    The assistant executive director or, if there shall be more than one, the assistant executive directors in the order determined by the Board of Directors, shall, in the absence or disability of the executive director, perform the duties and exercise the powers of the executive director and shall perform such duties and have such powers as the Board of Directors may from time to time prescribe.

The President

Section 7.    The president shall preside at all meetings of the members and the Board of Directors, and shall be an ex-officio member of all committees.  He or she shall be authorized to sign all documents requiring a seal under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

The Vice Presidents

Section 8.    The vice president or, if there shall be more than one, the vice presidents in the order determined by the Board of Directors, shall, in the absence of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

The Secretary and Assistant Secretaries

Section 9.    The secretary shall attend all meetings of the Board of Directors and record all the proceedings of the meetings of the Board of Directors in a book to be kept for that purpose.  He or she shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he or she shall be.  He or she shall have custody of the corporate seal of the corporation and he or she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary.  The Board Of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.

Section 10.    The assistant secretary or, if there be more than one, the assistant secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

The Treasurer and Assistant Treasurers

Section 11.    The treasurer shall have the custody of the corporate funds, shall keep full and accurate accounts of receipts and disbursement in books belonging to the corporation an shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

Section 12.    He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the corporation.

Section 13.    If required by the Board of Directors, he or she shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the restoration of the corporation, in case of his or her death, resignation retirement or removal from office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.

Section 14.    The assistant treasurer or, if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors, shall,  in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE VII
GENERAL PROVISIONS

Checks

Section 1.    All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
   
Fiscal Year

Section 2.    The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Seal

Section 3.    The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, New York”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE VIII
INDEMNIFICATION

Section 1.    Any person who was, is, or is  threatened to be made a party to any action or proceeding, whether civil or criminal (including an action by or in the right of the plan or other enterprise which any director or officer of the corporation served in any capacity at intestate, is or was a director or officer of the corporation, or served such other corporation, company, partnership, joint venture, trust, employee benefit plan or other enterprise in any settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the defense or appeal of any such action or proceeding, and against any other amounts, expenses and fees similarly incurred; provided that no indemnification is prohibited by applicable law.  The right of indemnification shall include the right of a director or officer to receive payment from the corporation for expenses incurred in defending or appealing any such action or proceeding in advance of its final disposition; provided that the payment of expenses in advance of the final disposition of an action or proceeding shall be made only upon delivery to the corporation of an undertaking by or on behalf of the director or officer to repay all amounts so advanced if it should be determined ultimately that the director or officer is not entitled to be indemnified.  The preceding right of indemnification shall be a contract right enforceable by the director or officer with respect to any claim, cause of action, action or proceeding accruing or arising while this By-law shall be in effect.

Section 2.    Any indemnification provided for by Section 1 shall be authorized in any manner provided by applicable law or, in the absence of such law: 


Section 3.    If a claim of indemnification is not paid in full by the corporation within
90 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to recover the expenses of prosecuting such claim.

Section 4.    The rights conferred on any person under this Article shall not be exclusive of any other right which may exist under any statute, provision of the Certificate of Incorporation, By-law, agreement, or otherwise.

Section 5.    Subject to the laws of New York, the corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent or the corporation against any expense, liability or loss of the general nature contemplated by this Article, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the laws of New York.

Section 6.    It is the intent of the corporation to indemnify its officers and directors to the fullest extend authorized by the laws of New York as they now exist or may hereafter be amended.  If any portion of this Article shall for any reason be held invalid or unenforceable by judicial decision or legislative amendment, the valid and enforceable provisions of this Article shall continue to be given effect and shall be construed so as to prove the broadest indemnification permitted by law.

ARTICLE IX
AMENDMENTS

Section 1.    The membership, by affirmative vote, shall have the sole power to make, alter, amend and repeal the By-laws of the Corporation, provided, however, that the proposed amendments are mailed to the membership and the members of the Board at least 10 days prior to the meeting at which such amendments are to be voted upon, except as otherwise provided by law and these By-laws.

Adopted: _____________________
         Date