ALEPH-OHALAH AGREEMENT
REVISED AGREEMENT OF RENEWAL OF THE RELATIONSHIP BETWEEN ALEPH: ALLIANCE FOR JEWISH RENEWAL AND OHALAH
PREAMBLE
OHALAH is grateful to ALEPH for birthing, nurturing and sustaining it until now. ALEPH is grateful to OHALAH for its vision, passion and commitment to growing the container, services, events and chevrashaft (comradeship) of rabbis and cantors for Jewish Renewal.
HISTORY
1. ALEPH is the umbrella organization of the Jewish Renewal Movement. Jewish Renewal is a stream of Judaism and not a denomination. Jewish Renewal serves those who are part of denominations and those who are not part of denominations and those who identify outside of denominational categories. ALEPH’s vision and mission, goals and strategies are described in the ALEPH Statement of Principles at Tab 4.
2. OHALAH, which is unincorporated, has been governed by a constitution under the umbrella of ALEPH since November 1998. OHALAH’s founding constitution was approved by its founding members and the ALEPH Board and stated that OHALAH was a division of ALEPH. OHALAH later became a project of ALEPH, and during ALEPH’s organizational restructuring in 2005, OHALAH became a professional branch of ALEPH. OHALAH’s constitution was amended by its members, and with the approval of the ALEPH Board in July 2005, and is at Tab 9.
BASIC AGREEMENT
3. OHALAH has decided that to best serve its constituency, it will become an independent corporate entity, upon approval by its members as provided in Paragraphs 11 and 33 below. (For clarity, the phrase “Independent OHALAH,” shall refer to the incorporated OHALAH entity, the phrase “the OHALAH Branch” shall refer to the unincorporated OHALAH operating under the ALEPH umbrella and the term “OHALAH” without “Independent” or “Branch” shall refer to either or both the OHALAH Branch and/or Independent OHALAH, as the context indicates.)
4. ALEPH honors the decision of the OHALAH Branch to become an independent corporate entity and with its blessing, ALEPH grants permission to the OHALAH Branch to become an independent entity and grants permission to Independent OHALAH to use the name “OHALAH” as its name and to use the phrase “Association of Rabbis for Jewish Renewal” from and after the day on which it incorporates.
5. Both parties agree that Independent OHALAH will remain in alliance with ALEPH as set forth in this Agreement of Renewal, and that it will do so as a nonprofit tax-exempt corporation under Internal Revenue Code Section 501(c)(3). As such, Independent OHALAH will have financial autonomy and will maintain its own books and records, etc.
6. Independent OHALAH will adopt and adhere to the attached ALEPH Statement of Principles after its incorporation.
7. Currently, one member of OHALAH’s Board sits on the ALEPH Board and serves as ALEPH/OHALAH Liaison. ALEPH and OHALAH agree to continue to have an ALEPH/OHALAH Liaison as a voting Board member of both the ALEPH Board and the OHALAH Board when OHALAH is an independent nonprofit corporation.
8. OHALAH has been, and will continue to be, a key institutional participant in the furtherance of the mission of Jewish Renewal. Among OHALAH’s functions are embodying, teaching, and advocating creative, joyful, cutting edge, mystically informed, egalitarian, progressive, and spiritual-practice based programming and services and tikkun olam activities that are the hallmark of Jewish Renewal.
9. OHALAH serves, and will continue to serve, all qualified rabbis and cantors, in accordance with its Membership Policy which is at Tab 10.
10. OHALAH will have governing autonomy over itself after its incorporation. Once OHALAH is incorporated, Independent OHALAH’S Board of Directors will not seek approval on any matter from ALEPH. The majority of Independent OHALAH Board members will be musmachim of the ALEPH ordination programs and/or the P’nai Or Religious Fellowship and/or the B’nai Or Religious Fellowship unless the Boards of ALEPH and Independent OHALAH jointly agree in the future to suspend this requirement.
11. The OHALAH Branch’s constitution provides that the OHALAH Branch is a member-based organization, and as such, it must obtain the approval of its members to become an independent corporation. The OHALAH Branch’s Board is bringing this matter to OHALAH’s membership for a vote, and making available to its members a copy of this Agreement with ALEPH. If given the approval of its membership, the OHALAH Branch will cause Independent OHALAH to incorporate and immediately apply for a federal tax identification number. After Independent OHALAH receives its tax identification number, it will submit an application for tax-exempt status to the Internal Revenue Service. When Independent OHALAH receives tax-exempt status from the Internal Revenue Service, it will provide ALEPH with a copy of the approval letter.
OPPORTUNITIES FOR ONGOING PROGRAMMATIC COLLABORATION
(The parties agree to pursue all opportunities they deem appropriate in the future, and identify these as their minimum joint activity.)
12. Since the OHALAH Branch’s inception, it has held an annual conference. Beginning with the OHALAH conference following Independent OHALAH’s incorporation, Independent OHALAH shall hold its annual conferences, and all other conferences, events and activities under its corporate name. Members of the ALEPH Board will continue to be welcome to attend the annual OHALAH conference with the understanding that some conference sessions may be open only to clergy and/or clergy students. We note that such restrictions apply to all OHALAH conference attendees.
13. Beginning with the first OHALAH conference following Independent OHALAH’s incorporation, each annual OHALAH conference will include a thirty-minute plenary session presented by ALEPH within the theme of the conference. ALEPH may use these thirty minutes to present information about its organization and programs and/or its history and goals, and/or opportunities for OHALAH conference attendees to get involved in ALEPH and/or to join forces with ALEPH and/or to get their congregations or constituents involved with ALEPH. As long as the ALEPH Ordination Program so requests, the OHALAH conference will be preceded by a Shabbaton (Sabbath retreat) featuring service leadership and teaching by ALEPH ordination students, and by an ordination ceremony of rabbis, cantors and rabbinic pastors. During appropriate years, the conference will also be preceded by the graduation ceremony of those completing the ALEPH Hashpaah (Spiritual Guidance) Program. In addition, ALEPH and all of her branches and programs may display their literature on the information tables at the OHALAH conference, and may sell books, recordings, Judaica and any other products that may be of interest to OHALAH conference attendees during the conference shuk. ALEPH agrees that all of its branches and programs will adhere to the guidelines for participation in the shuk, which will include contributing to Independent OHALAH a tithe or specified percentage of gross receipts (which funds will be used for OHALAH’s tax-exempt purposes). In the past, sales of materials sold by the Beit Midrash (Adult Education Program) have been exempt from contributing a percentage of gross receipts on shuk sales to the OHALAH Branch. The Beit Midrash (Adult Education Program) will, therefore, be exempt from such contribution to Independent OHALAH.
14. ALEPH will offer one class or track at each Kallah (conclave) that is featured as being taught, led and/or facilitated by OHALAH members, with enrollment being open to all rabbis, cantors, rabbinic pastors, qualified chaplains, and students of these professions who attend the Kallah. Independent OHALAH may display its literature on Kallah information tables and may sell its products and services at the Kallah shuk (conclave bazaar).
15. Independent OHALAH and ALEPH will work cooperatively to support one-another’s educational programs and efforts to bolster education about, and commitment to, Jewish Renewal. ALEPH and OHALAH may also collaborate from time to time on educational and other programs, including those that help to bolster Jewish Renewal, including courses offered through the Beit Midrash (Adult Education Program). The Boards of both organizations will find opportunities to meet as necessary in order to sustain this collaboration, and will continue to meet regularly at every OHALAH conference.
CONTRIBUTIONS TO ALEPH
16. Independent OHALAH will pay per-capita annual dues of $36 to ALEPH for each of its dues paying members and student members when and while ALEPH is exempt under Internal Revenue Code Section 501(c)(3).
17. The OHALAH Branch is committed to the sustaining of ALEPH and its programs, including the ALEPH Ordination Program. As a condition of ordination in recent years, and as a pledge made by many early musmachim (clergy) after their ordination, those with smicha (ordination) from ALEPH, P’nai Or and/or B’nai Or are morally obligated, in consideration of their education and empowerment, to contribution a minimum of $18 per month, or $216 per year to ALEPH. This will now be known as a “lifetime clergy chai (life) pledge to ALEPH.” All ALEPH, P’nai Or and B’nai Or musmachim are expected to fulfill their annual clergy lifetime chai pledge to ALEPH, when and while ALEPH is exempt under Internal Revenue Code Section 501(c)(3), as a condition of membership in Independent OHALAH.
18. When and while ALEPH is exempt under Internal Revenue Code Section 501(c)(3), being a member of Independent OHALAH will include being a member of ALEPH. To facilitate this, at the beginning of the Independent OHALAH fiscal year following the year during which Independent OHALAH incorporates, and at the beginning of each new subsequent Independent OHALAH fiscal year, Independent OHALAH will provide the following information and make the following payment to ALEPH, provided that ALEPH is exempt under Internal Revenue Code Section 501(c)(3):
a. Independent OHALAH will prepare a list of its dues paying members and Independent OHALAH will pay ALEPH $36 per person on its dues paying member roster, conveying to ALEPH a check for the total amount listed, and
b. Independent OHALAH will submit to ALEPH such list of members within forty-five days of the end of the previous fiscal year, and
19. When and while ALEPH is exempt under Internal Revenue Code Section 501(c)(3), Independent OHALAH will require those described in Paragraph 17 of this Agreement to pay their lifetime clergy chai (life) pledge to ALEPH in automatic annual or monthly payments or to satisfy said pledge in accordance with this Paragraph. Within forty five days of the end of ALEPH’s fiscal year, ALEPH will provide to Independent OHALAH a list of all OHALAH dues paying members whose payments are being made automatically and all OHALAH members who are required to make lifetime clergy chai pledges to ALEPH who are not paying automatically. Independent OHALAH will inform those required to make these payments and who are not paying automatically that their commitment to ALEPH for the previous fiscal year must be paid in full as a condition of remaining a member in good standing of Independent OHALAH. Independent OHALAH’s payment of $36 per year to ALEPH for each of its dues paying members is independent of the fact that some of Independent OHALAH’s dues paying members are also lifetime clergy chai pledge donors to ALEPH.
LEGAL/TECHNICAL TRANSITION AGREEMENTS
20. Independent OHALAH will purchase and maintain an insurance policy to take effect as of the date of OHALAH’s incorporation, covering personal property, general liability, and directors and officer’s liability. Independent OHALAH will list ALEPH as a named insured for ten years from and after Independent OHALAH’s incorporation as a separate nonprofit.
21. The OHALAH Branch is presently listed as a named insured on ALEPH’s property and liability, and directors and officers, insurance policy. ALEPH will continue to list the OHALAH Branch as a named insured on its liability policy for ten years from and after Independent OHALAH’s incorporation as a separate nonprofit.
22. ALEPH is a nonprofit corporation. ALEPH’s tax-exempt status under Internal Revenue Code Section 501(c)(3) has been revoked and ALEPH is in the process of reinstating it. OHALAH is a branch of ALEPH, and as such, all of the OHALAH Branch’s assets belong to ALEPH as of the date of this Agreement. ALEPH will continue to be the legal owner of the OHALAH Branch assets until the date of OHALAH’s incorporation. As of the date of this Agreement, the OHALAH Branch Assets consist of the assets described at Tab 13. The date of OHALAH’s incorporation shall be known as the Transfer Date. Effective as of the Transfer Date, ALEPH will convey the assets described at Tab 13 to Independent OHALAH, free and clear of all liens and encumbrances, and Independent OHALAH will assume liability for all accounts payable by OHALAH that remain unpaid as of the Transfer Date and for all contractual obligations of OHALAH that remain unperformed as of the Transfer Date (collectively, the “Assumed Liabilities”), by written instruments of transfer, assignment and assumption that are reasonably acceptable to both parties, and ALEPH shall cease operating the OHALAH Branch except as may be necessary to carry out the purposes and intent of this Agreement.
23. To facilitate a smooth transition, OHALAH will open a bank account with Citibank, deposit all dues and donations received in said account and use funds in that account to pay its expenses in anticipation of Independent OHALAH receiving its 501(c)(3) status from the Internal Revenue Service. The OHALAH Branch will use the funds in its ALEPH OHALAH Account at Citibank to pay its expenses and to also pay the expenses of Independent OHALAH until the funds in said account are depleted to under One Thousand Dollars ($1,000.00). At that point, Independent OHALAH will arrange for the remaining OHALAH Branch funds to be transferred to its new corporate account and for the OHALAH Branch’s account to be closed. For ease of record keeping, Independent OHALAH will copy ALEPH’s Executive Director and Chair of the Board on all correspondence with Citibank concerning the closing of the OHALAH Branch’s bank account. If there are outstanding checks at the time the account is to be closed, Independent OHALAH will arrange for sufficient funds plus $100 to remain in the OHALAH Branch account until the last check is cleared or arrangements are made for the check to be returned by the payee, and then the account shall be closed.
24. ALEPH hereby grants the OHALAH Branch and Independent OHALAH an exclusive license at no cost to OHALAH to maintain and review the OHALAH Branch books and records, providing monthly financial data to ALEPH as the OHALAH Branch has done until the date of this Agreement of Renewal.
25. ALEPH agrees not to operate or conduct any activities through its OHALAH Branch, from and after the date that Independent OHALAH is incorporated, except as set forth in this Agreement of Renewal.
26. The OHALAH Branch shall pay to ALEPH overhead on all income that the OHALAH Branch receives up until the date of the incorporation of Independent OHALAH at the rate of 12.5% in consideration of administrative services and insurance coverages provided by ALEPH. ALEPH will not charge Independent OHALAH overhead after the date that Independent OHALAH is incorporated.
27. ALEPH hereby authorizes the OHALAH Branch to provide a copy of this Agreement of Renewal to the banks and institutions with which it has done business under the umbrella of ALEPH, including, but not limited to the entities whose products or services are listed at Tab 13. Should there be any outstanding disputes over property at the time that Independent OHALAH receives its 501(c)(3) status, then ALEPH and Independent OHALAH will strive to resolve such disputes in a manner agreed upon by ALEPH and Independent OHALAH within sixty days of Independent OHALAH’s receipt of said 501c(3) status. If ALEPH and Independent OHALAH are not able to resolve said dispute within such sixty-day period, the matter shall be resolved in accordance with Paragraph 30(e).
28. The OHALAH Branch does not presently have any employees and does not intend to hire any employees. Independent OHALAH intends to hire one or more employees and it will undertake to create the financial infrastructure for handling payroll, payroll deposits, and information and tax returns, and providing workers’ compensation insurance.
29. When Independent OHALAH incorporates and receives a tax identification number, it will open its own bank account, acquire its own assets and do business as a separate nonprofit corporation.
30. At the time of this Agreement of Renewal, ALEPH is engaged in an internal review to ascertain and verify, among other things, that ALEPH’s core and its branches and projects have each received the correct amount of income and have paid the correct amount of expenses for fiscal 2008 and 2009 (from October 1, 2007 through September 30, 2009).
a. The OHALAH Branch believes that it has tendered to ALEPH all sums that it believes it owes to ALEPH for overhead for fiscal 2008, 2009 and 2010 and the majority of the sums it believes it owes to ALEPH for overhead for fiscal 2011. Within sixty days of receipt by Independent OHALAH of a copy of the Internal Revenue Service notification to ALEPH of its reinstatement as a tax-exempt organization, Independent OHALAH will pay to ALEPH all additional sums it believes it owes to ALEPH for overhead for fiscal 2011.
b. As ALEPH completes its review, should ALEPH determine that the OHALAH Branch owes ALEPH any additional funds, or that ALEPH owes the OHALAH Branch any additional funds, ALEPH’s accountant shall present to Independent OHALAH’s bookkeeper a written report describing such sums and the background relating to them, with copy to the Chair of the Board and Executive Director of ALEPH, and the President and Treasurer of Independent OHALAH, and the ALEPH/OHALAH Liaison with request for Independent OHALAH’s approval of the report.
c. ALEPH and Independent OHALAH will work collaboratively—Chair to President, Executive Director to Treasurer and accountant to bookkeeper—as each organization reviews and discusses the report and ALEPH and Independent OHALAH come to Agreement on how best to proceed with regard to the report.
d. If, in the unlikely event that ALEPH and Independent OHALAH do not come to an Agreement by sixty days from the date that Independent OHALAH receives tax-exempt status, ALEPH and Independent OHALAH hereby agree to submit their remaining dispute to binding arbitration.
e. Disputes under Paragraphs 27 and/or 30.d. will be resolved by arbitration with a panel of three arbitrators to be named as described below and included as a side Agreement when an issue arises and ALEPH and Independent OHALAH hereby agree to be bound by the panel’s majority decision. ALEPH and Independent OHALAH will each select one of the arbitrators. These two arbitrators will then select the third arbitrator. None of the three arbitrators may be a member of the ALEPH or Independent OHALAH Boards or staff or an ALEPH Project Director, legal counsel for Independent OHALAH or ALEPH.
f. Each parties’ obligations under this Agreement shall not be deemed completed until such time as both parties are satisfied that all transactions specified in this Agreement between the parties are completed.
31. ALEPH agrees not to sell, lease, license, mortgage or otherwise encumber or subject to any lien or encumbrance, or otherwise dispose of any of the OHALAH Branch assets, or to incur any liabilities or obligations on behalf of the OHALAH Branch except as provided for under this Agreement or as determined during the negotiations described in Paragraph 27 of this Agreement and in any case only with the express written authorization of Independent OHALAH.
32. ALEPH will provide Independent OHALAH with any additional financial information about ALEPH that the Internal Revenue Service may require or request to process Independent OHALAH’s application for section 501(c)(3) status. Independent OHALAH promises to keep such information confidential and to use such information only in connection with its application for tax-exempt status and for related bookkeeping, accounting and tax and information reporting functions to all government institutions and to the members of Independent OHALAH.
33. Inasmuch as OHALAH is presently a branch of ALEPH and not a separate legal entity, the OHALAH branch cannot enter into this Agreement with ALEPH. Therefore, this Agreement will be approved initially by the ALEPH Board and the OHALAH Branch Board. Upon their approval, it will be made available to the OHALAH Branch’s members, who will be invited to vote to approve the formation of Independent OHALAH. If the OHALAH Branch’s members approve, Independent OHALAH will incorporate and then ALEPH and Independent OHALAH will formally enter into and sign this Agreement.
34. Independent OHALAH hereby holds ALEPH harmless with regard to its incorporation and its application for tax-exempt status, except as otherwise described in this Agreement of Renewal. Effective on the Transfer Date, Independent OHALAH and ALEPH each agree to release the other from any and all claims of any kind, whether known or unknown, that either has, or may have, against the other, except for claims relating to the other party’s executory obligations under this Agreement, claims for breach of this Agreement and/or claims relating to the matters set forth in Paragraph 30 of this Agreement.
35. ALEPH makes the following representations and warranties as of the date of this Agreement and of the Transfer Date:
a. ALEPH is a nonprofit corporation duly organized, validly existing and in good standing under the laws of the State of Pennsylvania. ALEPH’s tax-exempt status under Section 501(c)(3) of the Internal Revenue Code has been revoked and ALEPH is currently in the process of reinstating its 501(c)(3) status.
b. The ALEPH Board has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder, to operate its OHALAH Branch as it is currently being operated, to own or use the assets of the OHALAH Branch, and to perform its obligations under any contracts that will be assumed by Independent OHALAH. The execution, delivery and performance of this Agreement by ALEPH: (A) have been validly authorized by all necessary corporate action; (B) do not contravene, conflict with or result in a violation or breach of any contract that will be assumed by Independent OHALAH or any other Agreement to which ALEPH is a party; and (C) do not require notice to or the consent or approvals referred to in Paragraph 33.
c. This Agreement (A) constitutes the valid and binding obligation of ALEPH, enforceable against ALEPH in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies on corporate action; (B) does not contravene, conflict with or result in a violation or breach of any contract that will be assumed by Independent OHALAH or any other Agreement to which ALEPH is a party; and (C) does not require notice to or the consent or approval of any person or entity except for those consents or approvals that are conditions precedent to the closing.
d. ALEPH owns and has good and marketable title to or rights to the assets identified in this Agreement, free and clear of any and all liens, encumbrances and other imperfections in title. All known, non-contingent, outstanding liabilities related to the OHALAH Branch, except the liabilities identified in this Agreement to be assumed by Independent OHALAH, if any, will be paid in full on or before the Transfer Date, and Independent OHALAH will receive possession of the assets at the Transfer Date free and clear of any encumbrances, except for any such liabilities it assumes on the Transfer Date.
e. ALEPH is in substantial compliance with all laws applicable to it and/or the assets identified in this Agreement.
f. There is no existing, pending or threatened litigation or proceeding against or involving ALEPH or the assets identified in this Agreement.
g. Except for those consents and approvals that are conditions precedent to the transfer on the Transfer Date, no consent, approval, authorization or other action by, or filing with, or notice to, any third party is required by, or with respect to, ALEPH in connection with execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or thereby.
h. All financial information that ALEPH furnishes in connection with Independent OHALAH’s 501(c)(3) application will be true, accurate and complete in all material respects, and will fully, accurately and fairly reflect the financial condition of ALEPH.
36. Independent OHALAH makes the following representations, warranties and Agreements as of the date of this Agreement of Renewal: OHALAH Branch has the authority to enter into this agreement and, as of the Transfer Date, Independent OHALAH has the power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement: (A) have been validly authorized; (B) do not contravene, conflict with or result in a violation or breach of any Agreement to which any of them is a party; and (C) do not require notice to, or the consent or approval of, any person or entity except for those consents or approvals referred to in Paragraphs 11 and 33. This Agreement constitutes the valid and binding obligation of Independent OHALAH, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies.
37. This Agreement, together with the documents referenced herein, incorporated by this reference, contains the entire agreement between the parties with respect to the subject matter hereof. No prior agreement or understanding, written or oral statement, promise or inducement made by any party which is not contained herein will be valid or binding, and this Agreement will not be modified, altered or amended except in an express writing executed by the parties.
38. The terms, conditions, covenants and agreements contained herein will inure to the benefit of, and be binding upon, the parties and their respective successors and assigns.
39. This Agreement may be executed in counterparts, including facsimile counterparts, each signature page of which will be deemed to be an original copy, all of which together, when attached to the body hereof, will constitute one Agreement, binding upon all parties hereto, notwithstanding that all of the parties will not have signed the same counterparts.
40. All representations, warranties and agreements contained in this Agreement will survive the execution and delivery of this Agreement and the Transfer Date.
41. Each party to this Agreement agrees that the provisions contained herein will be construed as if all parties prepared this Agreement, and any rules of construction to the contrary are hereby specifically waived. The terms of this Agreement were negotiated at arm’s length. Each party has read and reviewed the provisions of this Agreement and has had its own counsel read and review this Agreement.
42. Plural and singular words will be deemed to include the other. The masculine, feminine, and neuter genders will each be considered to include the others.
43. The parties agree to do such further acts and things to execute and deliver such additional instruments, prior to or after the Transfer Date, as may be reasonably necessary to consummate and evidence the transactions contemplated herein.
44. All disputes between ALEPH and Independent OHALAH not already identified under Paragraphs 27 and 30.d. will be resolved by binding arbitration as set out in Paragraph 30.e.
45. This Agreement shall be interpreted, governed and construed in accordance with the laws of the State of Pennsylvania, exclusive of its principles of conflicts of law.
Dated: 12/6/11
ALEPH: Alliance for Jewish Renewal
By Rabbi Lori Klein
Dated: 12/8/11
OHALAH
By
Rabbi Yocheved Mintz, President
PREAMBLE
OHALAH is grateful to ALEPH for birthing, nurturing and sustaining it until now. ALEPH is grateful to OHALAH for its vision, passion and commitment to growing the container, services, events and chevrashaft (comradeship) of rabbis and cantors for Jewish Renewal.
HISTORY
1. ALEPH is the umbrella organization of the Jewish Renewal Movement. Jewish Renewal is a stream of Judaism and not a denomination. Jewish Renewal serves those who are part of denominations and those who are not part of denominations and those who identify outside of denominational categories. ALEPH’s vision and mission, goals and strategies are described in the ALEPH Statement of Principles at Tab 4.
2. OHALAH, which is unincorporated, has been governed by a constitution under the umbrella of ALEPH since November 1998. OHALAH’s founding constitution was approved by its founding members and the ALEPH Board and stated that OHALAH was a division of ALEPH. OHALAH later became a project of ALEPH, and during ALEPH’s organizational restructuring in 2005, OHALAH became a professional branch of ALEPH. OHALAH’s constitution was amended by its members, and with the approval of the ALEPH Board in July 2005, and is at Tab 9.
BASIC AGREEMENT
3. OHALAH has decided that to best serve its constituency, it will become an independent corporate entity, upon approval by its members as provided in Paragraphs 11 and 33 below. (For clarity, the phrase “Independent OHALAH,” shall refer to the incorporated OHALAH entity, the phrase “the OHALAH Branch” shall refer to the unincorporated OHALAH operating under the ALEPH umbrella and the term “OHALAH” without “Independent” or “Branch” shall refer to either or both the OHALAH Branch and/or Independent OHALAH, as the context indicates.)
4. ALEPH honors the decision of the OHALAH Branch to become an independent corporate entity and with its blessing, ALEPH grants permission to the OHALAH Branch to become an independent entity and grants permission to Independent OHALAH to use the name “OHALAH” as its name and to use the phrase “Association of Rabbis for Jewish Renewal” from and after the day on which it incorporates.
5. Both parties agree that Independent OHALAH will remain in alliance with ALEPH as set forth in this Agreement of Renewal, and that it will do so as a nonprofit tax-exempt corporation under Internal Revenue Code Section 501(c)(3). As such, Independent OHALAH will have financial autonomy and will maintain its own books and records, etc.
6. Independent OHALAH will adopt and adhere to the attached ALEPH Statement of Principles after its incorporation.
7. Currently, one member of OHALAH’s Board sits on the ALEPH Board and serves as ALEPH/OHALAH Liaison. ALEPH and OHALAH agree to continue to have an ALEPH/OHALAH Liaison as a voting Board member of both the ALEPH Board and the OHALAH Board when OHALAH is an independent nonprofit corporation.
8. OHALAH has been, and will continue to be, a key institutional participant in the furtherance of the mission of Jewish Renewal. Among OHALAH’s functions are embodying, teaching, and advocating creative, joyful, cutting edge, mystically informed, egalitarian, progressive, and spiritual-practice based programming and services and tikkun olam activities that are the hallmark of Jewish Renewal.
9. OHALAH serves, and will continue to serve, all qualified rabbis and cantors, in accordance with its Membership Policy which is at Tab 10.
10. OHALAH will have governing autonomy over itself after its incorporation. Once OHALAH is incorporated, Independent OHALAH’S Board of Directors will not seek approval on any matter from ALEPH. The majority of Independent OHALAH Board members will be musmachim of the ALEPH ordination programs and/or the P’nai Or Religious Fellowship and/or the B’nai Or Religious Fellowship unless the Boards of ALEPH and Independent OHALAH jointly agree in the future to suspend this requirement.
11. The OHALAH Branch’s constitution provides that the OHALAH Branch is a member-based organization, and as such, it must obtain the approval of its members to become an independent corporation. The OHALAH Branch’s Board is bringing this matter to OHALAH’s membership for a vote, and making available to its members a copy of this Agreement with ALEPH. If given the approval of its membership, the OHALAH Branch will cause Independent OHALAH to incorporate and immediately apply for a federal tax identification number. After Independent OHALAH receives its tax identification number, it will submit an application for tax-exempt status to the Internal Revenue Service. When Independent OHALAH receives tax-exempt status from the Internal Revenue Service, it will provide ALEPH with a copy of the approval letter.
OPPORTUNITIES FOR ONGOING PROGRAMMATIC COLLABORATION
(The parties agree to pursue all opportunities they deem appropriate in the future, and identify these as their minimum joint activity.)
12. Since the OHALAH Branch’s inception, it has held an annual conference. Beginning with the OHALAH conference following Independent OHALAH’s incorporation, Independent OHALAH shall hold its annual conferences, and all other conferences, events and activities under its corporate name. Members of the ALEPH Board will continue to be welcome to attend the annual OHALAH conference with the understanding that some conference sessions may be open only to clergy and/or clergy students. We note that such restrictions apply to all OHALAH conference attendees.
13. Beginning with the first OHALAH conference following Independent OHALAH’s incorporation, each annual OHALAH conference will include a thirty-minute plenary session presented by ALEPH within the theme of the conference. ALEPH may use these thirty minutes to present information about its organization and programs and/or its history and goals, and/or opportunities for OHALAH conference attendees to get involved in ALEPH and/or to join forces with ALEPH and/or to get their congregations or constituents involved with ALEPH. As long as the ALEPH Ordination Program so requests, the OHALAH conference will be preceded by a Shabbaton (Sabbath retreat) featuring service leadership and teaching by ALEPH ordination students, and by an ordination ceremony of rabbis, cantors and rabbinic pastors. During appropriate years, the conference will also be preceded by the graduation ceremony of those completing the ALEPH Hashpaah (Spiritual Guidance) Program. In addition, ALEPH and all of her branches and programs may display their literature on the information tables at the OHALAH conference, and may sell books, recordings, Judaica and any other products that may be of interest to OHALAH conference attendees during the conference shuk. ALEPH agrees that all of its branches and programs will adhere to the guidelines for participation in the shuk, which will include contributing to Independent OHALAH a tithe or specified percentage of gross receipts (which funds will be used for OHALAH’s tax-exempt purposes). In the past, sales of materials sold by the Beit Midrash (Adult Education Program) have been exempt from contributing a percentage of gross receipts on shuk sales to the OHALAH Branch. The Beit Midrash (Adult Education Program) will, therefore, be exempt from such contribution to Independent OHALAH.
14. ALEPH will offer one class or track at each Kallah (conclave) that is featured as being taught, led and/or facilitated by OHALAH members, with enrollment being open to all rabbis, cantors, rabbinic pastors, qualified chaplains, and students of these professions who attend the Kallah. Independent OHALAH may display its literature on Kallah information tables and may sell its products and services at the Kallah shuk (conclave bazaar).
15. Independent OHALAH and ALEPH will work cooperatively to support one-another’s educational programs and efforts to bolster education about, and commitment to, Jewish Renewal. ALEPH and OHALAH may also collaborate from time to time on educational and other programs, including those that help to bolster Jewish Renewal, including courses offered through the Beit Midrash (Adult Education Program). The Boards of both organizations will find opportunities to meet as necessary in order to sustain this collaboration, and will continue to meet regularly at every OHALAH conference.
CONTRIBUTIONS TO ALEPH
16. Independent OHALAH will pay per-capita annual dues of $36 to ALEPH for each of its dues paying members and student members when and while ALEPH is exempt under Internal Revenue Code Section 501(c)(3).
17. The OHALAH Branch is committed to the sustaining of ALEPH and its programs, including the ALEPH Ordination Program. As a condition of ordination in recent years, and as a pledge made by many early musmachim (clergy) after their ordination, those with smicha (ordination) from ALEPH, P’nai Or and/or B’nai Or are morally obligated, in consideration of their education and empowerment, to contribution a minimum of $18 per month, or $216 per year to ALEPH. This will now be known as a “lifetime clergy chai (life) pledge to ALEPH.” All ALEPH, P’nai Or and B’nai Or musmachim are expected to fulfill their annual clergy lifetime chai pledge to ALEPH, when and while ALEPH is exempt under Internal Revenue Code Section 501(c)(3), as a condition of membership in Independent OHALAH.
18. When and while ALEPH is exempt under Internal Revenue Code Section 501(c)(3), being a member of Independent OHALAH will include being a member of ALEPH. To facilitate this, at the beginning of the Independent OHALAH fiscal year following the year during which Independent OHALAH incorporates, and at the beginning of each new subsequent Independent OHALAH fiscal year, Independent OHALAH will provide the following information and make the following payment to ALEPH, provided that ALEPH is exempt under Internal Revenue Code Section 501(c)(3):
a. Independent OHALAH will prepare a list of its dues paying members and Independent OHALAH will pay ALEPH $36 per person on its dues paying member roster, conveying to ALEPH a check for the total amount listed, and
b. Independent OHALAH will submit to ALEPH such list of members within forty-five days of the end of the previous fiscal year, and
19. When and while ALEPH is exempt under Internal Revenue Code Section 501(c)(3), Independent OHALAH will require those described in Paragraph 17 of this Agreement to pay their lifetime clergy chai (life) pledge to ALEPH in automatic annual or monthly payments or to satisfy said pledge in accordance with this Paragraph. Within forty five days of the end of ALEPH’s fiscal year, ALEPH will provide to Independent OHALAH a list of all OHALAH dues paying members whose payments are being made automatically and all OHALAH members who are required to make lifetime clergy chai pledges to ALEPH who are not paying automatically. Independent OHALAH will inform those required to make these payments and who are not paying automatically that their commitment to ALEPH for the previous fiscal year must be paid in full as a condition of remaining a member in good standing of Independent OHALAH. Independent OHALAH’s payment of $36 per year to ALEPH for each of its dues paying members is independent of the fact that some of Independent OHALAH’s dues paying members are also lifetime clergy chai pledge donors to ALEPH.
LEGAL/TECHNICAL TRANSITION AGREEMENTS
20. Independent OHALAH will purchase and maintain an insurance policy to take effect as of the date of OHALAH’s incorporation, covering personal property, general liability, and directors and officer’s liability. Independent OHALAH will list ALEPH as a named insured for ten years from and after Independent OHALAH’s incorporation as a separate nonprofit.
21. The OHALAH Branch is presently listed as a named insured on ALEPH’s property and liability, and directors and officers, insurance policy. ALEPH will continue to list the OHALAH Branch as a named insured on its liability policy for ten years from and after Independent OHALAH’s incorporation as a separate nonprofit.
22. ALEPH is a nonprofit corporation. ALEPH’s tax-exempt status under Internal Revenue Code Section 501(c)(3) has been revoked and ALEPH is in the process of reinstating it. OHALAH is a branch of ALEPH, and as such, all of the OHALAH Branch’s assets belong to ALEPH as of the date of this Agreement. ALEPH will continue to be the legal owner of the OHALAH Branch assets until the date of OHALAH’s incorporation. As of the date of this Agreement, the OHALAH Branch Assets consist of the assets described at Tab 13. The date of OHALAH’s incorporation shall be known as the Transfer Date. Effective as of the Transfer Date, ALEPH will convey the assets described at Tab 13 to Independent OHALAH, free and clear of all liens and encumbrances, and Independent OHALAH will assume liability for all accounts payable by OHALAH that remain unpaid as of the Transfer Date and for all contractual obligations of OHALAH that remain unperformed as of the Transfer Date (collectively, the “Assumed Liabilities”), by written instruments of transfer, assignment and assumption that are reasonably acceptable to both parties, and ALEPH shall cease operating the OHALAH Branch except as may be necessary to carry out the purposes and intent of this Agreement.
23. To facilitate a smooth transition, OHALAH will open a bank account with Citibank, deposit all dues and donations received in said account and use funds in that account to pay its expenses in anticipation of Independent OHALAH receiving its 501(c)(3) status from the Internal Revenue Service. The OHALAH Branch will use the funds in its ALEPH OHALAH Account at Citibank to pay its expenses and to also pay the expenses of Independent OHALAH until the funds in said account are depleted to under One Thousand Dollars ($1,000.00). At that point, Independent OHALAH will arrange for the remaining OHALAH Branch funds to be transferred to its new corporate account and for the OHALAH Branch’s account to be closed. For ease of record keeping, Independent OHALAH will copy ALEPH’s Executive Director and Chair of the Board on all correspondence with Citibank concerning the closing of the OHALAH Branch’s bank account. If there are outstanding checks at the time the account is to be closed, Independent OHALAH will arrange for sufficient funds plus $100 to remain in the OHALAH Branch account until the last check is cleared or arrangements are made for the check to be returned by the payee, and then the account shall be closed.
24. ALEPH hereby grants the OHALAH Branch and Independent OHALAH an exclusive license at no cost to OHALAH to maintain and review the OHALAH Branch books and records, providing monthly financial data to ALEPH as the OHALAH Branch has done until the date of this Agreement of Renewal.
25. ALEPH agrees not to operate or conduct any activities through its OHALAH Branch, from and after the date that Independent OHALAH is incorporated, except as set forth in this Agreement of Renewal.
26. The OHALAH Branch shall pay to ALEPH overhead on all income that the OHALAH Branch receives up until the date of the incorporation of Independent OHALAH at the rate of 12.5% in consideration of administrative services and insurance coverages provided by ALEPH. ALEPH will not charge Independent OHALAH overhead after the date that Independent OHALAH is incorporated.
27. ALEPH hereby authorizes the OHALAH Branch to provide a copy of this Agreement of Renewal to the banks and institutions with which it has done business under the umbrella of ALEPH, including, but not limited to the entities whose products or services are listed at Tab 13. Should there be any outstanding disputes over property at the time that Independent OHALAH receives its 501(c)(3) status, then ALEPH and Independent OHALAH will strive to resolve such disputes in a manner agreed upon by ALEPH and Independent OHALAH within sixty days of Independent OHALAH’s receipt of said 501c(3) status. If ALEPH and Independent OHALAH are not able to resolve said dispute within such sixty-day period, the matter shall be resolved in accordance with Paragraph 30(e).
28. The OHALAH Branch does not presently have any employees and does not intend to hire any employees. Independent OHALAH intends to hire one or more employees and it will undertake to create the financial infrastructure for handling payroll, payroll deposits, and information and tax returns, and providing workers’ compensation insurance.
29. When Independent OHALAH incorporates and receives a tax identification number, it will open its own bank account, acquire its own assets and do business as a separate nonprofit corporation.
30. At the time of this Agreement of Renewal, ALEPH is engaged in an internal review to ascertain and verify, among other things, that ALEPH’s core and its branches and projects have each received the correct amount of income and have paid the correct amount of expenses for fiscal 2008 and 2009 (from October 1, 2007 through September 30, 2009).
a. The OHALAH Branch believes that it has tendered to ALEPH all sums that it believes it owes to ALEPH for overhead for fiscal 2008, 2009 and 2010 and the majority of the sums it believes it owes to ALEPH for overhead for fiscal 2011. Within sixty days of receipt by Independent OHALAH of a copy of the Internal Revenue Service notification to ALEPH of its reinstatement as a tax-exempt organization, Independent OHALAH will pay to ALEPH all additional sums it believes it owes to ALEPH for overhead for fiscal 2011.
b. As ALEPH completes its review, should ALEPH determine that the OHALAH Branch owes ALEPH any additional funds, or that ALEPH owes the OHALAH Branch any additional funds, ALEPH’s accountant shall present to Independent OHALAH’s bookkeeper a written report describing such sums and the background relating to them, with copy to the Chair of the Board and Executive Director of ALEPH, and the President and Treasurer of Independent OHALAH, and the ALEPH/OHALAH Liaison with request for Independent OHALAH’s approval of the report.
c. ALEPH and Independent OHALAH will work collaboratively—Chair to President, Executive Director to Treasurer and accountant to bookkeeper—as each organization reviews and discusses the report and ALEPH and Independent OHALAH come to Agreement on how best to proceed with regard to the report.
d. If, in the unlikely event that ALEPH and Independent OHALAH do not come to an Agreement by sixty days from the date that Independent OHALAH receives tax-exempt status, ALEPH and Independent OHALAH hereby agree to submit their remaining dispute to binding arbitration.
e. Disputes under Paragraphs 27 and/or 30.d. will be resolved by arbitration with a panel of three arbitrators to be named as described below and included as a side Agreement when an issue arises and ALEPH and Independent OHALAH hereby agree to be bound by the panel’s majority decision. ALEPH and Independent OHALAH will each select one of the arbitrators. These two arbitrators will then select the third arbitrator. None of the three arbitrators may be a member of the ALEPH or Independent OHALAH Boards or staff or an ALEPH Project Director, legal counsel for Independent OHALAH or ALEPH.
f. Each parties’ obligations under this Agreement shall not be deemed completed until such time as both parties are satisfied that all transactions specified in this Agreement between the parties are completed.
31. ALEPH agrees not to sell, lease, license, mortgage or otherwise encumber or subject to any lien or encumbrance, or otherwise dispose of any of the OHALAH Branch assets, or to incur any liabilities or obligations on behalf of the OHALAH Branch except as provided for under this Agreement or as determined during the negotiations described in Paragraph 27 of this Agreement and in any case only with the express written authorization of Independent OHALAH.
32. ALEPH will provide Independent OHALAH with any additional financial information about ALEPH that the Internal Revenue Service may require or request to process Independent OHALAH’s application for section 501(c)(3) status. Independent OHALAH promises to keep such information confidential and to use such information only in connection with its application for tax-exempt status and for related bookkeeping, accounting and tax and information reporting functions to all government institutions and to the members of Independent OHALAH.
33. Inasmuch as OHALAH is presently a branch of ALEPH and not a separate legal entity, the OHALAH branch cannot enter into this Agreement with ALEPH. Therefore, this Agreement will be approved initially by the ALEPH Board and the OHALAH Branch Board. Upon their approval, it will be made available to the OHALAH Branch’s members, who will be invited to vote to approve the formation of Independent OHALAH. If the OHALAH Branch’s members approve, Independent OHALAH will incorporate and then ALEPH and Independent OHALAH will formally enter into and sign this Agreement.
34. Independent OHALAH hereby holds ALEPH harmless with regard to its incorporation and its application for tax-exempt status, except as otherwise described in this Agreement of Renewal. Effective on the Transfer Date, Independent OHALAH and ALEPH each agree to release the other from any and all claims of any kind, whether known or unknown, that either has, or may have, against the other, except for claims relating to the other party’s executory obligations under this Agreement, claims for breach of this Agreement and/or claims relating to the matters set forth in Paragraph 30 of this Agreement.
35. ALEPH makes the following representations and warranties as of the date of this Agreement and of the Transfer Date:
a. ALEPH is a nonprofit corporation duly organized, validly existing and in good standing under the laws of the State of Pennsylvania. ALEPH’s tax-exempt status under Section 501(c)(3) of the Internal Revenue Code has been revoked and ALEPH is currently in the process of reinstating its 501(c)(3) status.
b. The ALEPH Board has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder, to operate its OHALAH Branch as it is currently being operated, to own or use the assets of the OHALAH Branch, and to perform its obligations under any contracts that will be assumed by Independent OHALAH. The execution, delivery and performance of this Agreement by ALEPH: (A) have been validly authorized by all necessary corporate action; (B) do not contravene, conflict with or result in a violation or breach of any contract that will be assumed by Independent OHALAH or any other Agreement to which ALEPH is a party; and (C) do not require notice to or the consent or approvals referred to in Paragraph 33.
c. This Agreement (A) constitutes the valid and binding obligation of ALEPH, enforceable against ALEPH in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies on corporate action; (B) does not contravene, conflict with or result in a violation or breach of any contract that will be assumed by Independent OHALAH or any other Agreement to which ALEPH is a party; and (C) does not require notice to or the consent or approval of any person or entity except for those consents or approvals that are conditions precedent to the closing.
d. ALEPH owns and has good and marketable title to or rights to the assets identified in this Agreement, free and clear of any and all liens, encumbrances and other imperfections in title. All known, non-contingent, outstanding liabilities related to the OHALAH Branch, except the liabilities identified in this Agreement to be assumed by Independent OHALAH, if any, will be paid in full on or before the Transfer Date, and Independent OHALAH will receive possession of the assets at the Transfer Date free and clear of any encumbrances, except for any such liabilities it assumes on the Transfer Date.
e. ALEPH is in substantial compliance with all laws applicable to it and/or the assets identified in this Agreement.
f. There is no existing, pending or threatened litigation or proceeding against or involving ALEPH or the assets identified in this Agreement.
g. Except for those consents and approvals that are conditions precedent to the transfer on the Transfer Date, no consent, approval, authorization or other action by, or filing with, or notice to, any third party is required by, or with respect to, ALEPH in connection with execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or thereby.
h. All financial information that ALEPH furnishes in connection with Independent OHALAH’s 501(c)(3) application will be true, accurate and complete in all material respects, and will fully, accurately and fairly reflect the financial condition of ALEPH.
36. Independent OHALAH makes the following representations, warranties and Agreements as of the date of this Agreement of Renewal: OHALAH Branch has the authority to enter into this agreement and, as of the Transfer Date, Independent OHALAH has the power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement: (A) have been validly authorized; (B) do not contravene, conflict with or result in a violation or breach of any Agreement to which any of them is a party; and (C) do not require notice to, or the consent or approval of, any person or entity except for those consents or approvals referred to in Paragraphs 11 and 33. This Agreement constitutes the valid and binding obligation of Independent OHALAH, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies.
37. This Agreement, together with the documents referenced herein, incorporated by this reference, contains the entire agreement between the parties with respect to the subject matter hereof. No prior agreement or understanding, written or oral statement, promise or inducement made by any party which is not contained herein will be valid or binding, and this Agreement will not be modified, altered or amended except in an express writing executed by the parties.
38. The terms, conditions, covenants and agreements contained herein will inure to the benefit of, and be binding upon, the parties and their respective successors and assigns.
39. This Agreement may be executed in counterparts, including facsimile counterparts, each signature page of which will be deemed to be an original copy, all of which together, when attached to the body hereof, will constitute one Agreement, binding upon all parties hereto, notwithstanding that all of the parties will not have signed the same counterparts.
40. All representations, warranties and agreements contained in this Agreement will survive the execution and delivery of this Agreement and the Transfer Date.
41. Each party to this Agreement agrees that the provisions contained herein will be construed as if all parties prepared this Agreement, and any rules of construction to the contrary are hereby specifically waived. The terms of this Agreement were negotiated at arm’s length. Each party has read and reviewed the provisions of this Agreement and has had its own counsel read and review this Agreement.
42. Plural and singular words will be deemed to include the other. The masculine, feminine, and neuter genders will each be considered to include the others.
43. The parties agree to do such further acts and things to execute and deliver such additional instruments, prior to or after the Transfer Date, as may be reasonably necessary to consummate and evidence the transactions contemplated herein.
44. All disputes between ALEPH and Independent OHALAH not already identified under Paragraphs 27 and 30.d. will be resolved by binding arbitration as set out in Paragraph 30.e.
45. This Agreement shall be interpreted, governed and construed in accordance with the laws of the State of Pennsylvania, exclusive of its principles of conflicts of law.
Dated: 12/6/11
ALEPH: Alliance for Jewish Renewal
By Rabbi Lori Klein
Dated: 12/8/11
OHALAH
By
Rabbi Yocheved Mintz, President