Constitution - Laws of the Synagogue

Dated   ……    1st July 2020  ( The numbering on this entry is incorrect)

 

  1. Name    The name of the Charitable Incorporated Organisation ("the CIO") is SUKKAT SHALOM REFORM SYNAGOGUE.

  2. National Location Of Principal Office  The CIO must have a principal office in England or Wales. The principal office of the CIO is in England.

  3. Objects  

The advancement of Judaism for the public benefit throughout London mainly but not exclusively by providing and maintaining a synagogue as a congregation of Jews (as defined by the Beit Din of the Movement for Reform Judaism and its successors) for the purpose of public worship and for advancing religious, educational and charitable activities to enlighten others about the religion.

  1. Powers  

The CIO has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the CIO's powers include power to:

  1. Borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land provided that the prior approval of the members is obtained if the amount of the indebtedness arising exceeds £10,000.

  2. Buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use.

  3. Sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, the CIO must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011.

  4. Employ and remunerate such staff as are necessary for carrying out the work of the CIO and make reasonable provision for the payment of pensions and other retirement benefits to or on behalf of employees and their spouses and dependants.  The CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so by Clause 5 (Application of Income and Property) and Clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of those clauses.

  5. Deposit or invest funds not immediately required for its objects in or upon any investments, securities or property; employ a professional fund-manager; and arrange for the investments or other property of the CIO to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000.

  6. Set aside funds for special purposes or as reserves against future expenditure.

  7. Open and operate bank accounts and other facilities for banking and draw, accept, endorse, issue or execute promissory notes, bills of exchange, cheques and other instruments.

  8. Do all such other lawful things as may further the objects of the CIO.

  1. Application Of Income And Property  

    1. The income and property of the CIO must be applied solely towards the promotion of the objects.

      1. a charity trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the CIO;

      2. a charity trustee may benefit from trustee indemnity insurance cover purchased at the CIO's expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.

  2. None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO. This does not prevent a member who is not also a charity trustee receiving:

    1. a benefit from the CIO as a beneficiary of the CIO;

    2. reasonable and proper remuneration for any goods or services supplied to the CIO.

  3. Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.

  4. Benefits And Payments To Charity Trustees And Connected Persons  

    1. General provisions

No charity trustee or connected person may:

  1. Buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public.

  2. Sell goods, services, or any interest in land to the CIO.

  3. Be employed by, or receive any remuneration from, the CIO.

  4. Receive any other financial benefit from the CIO.

Unless the payment or benefit is permitted by Clause 6.2, or authorised by the court or the prior written consent of the Charity Commission ("the Commission") has been obtained. In this clause, a "financial benefit" means a benefit, direct or indirect, which is either money or has a monetary value.

 

  1. Scope and powers permitting trustees' or connected persons' benefits

    1. A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO.

    2. A charity trustee or connected person may enter into a contract as an employee or for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011.

    3. Subject to Clause 6.3 a charity trustee or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the charity trustee or connected person.

    4. A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).

    5. A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

    6. A charity trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public.

  2. Payment for supply of goods only – controls

The CIO and its charity trustees may only rely upon the authority provided by Clause 6.2(c) if each of the following conditions is satisfied:

  1. The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the charity trustee or connected person supplying the goods ("the supplier").

  2. The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.

  3. The other charity trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.

  4. The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the CIO.

  5. The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.

  6. The reason for their decision is recorded by the charity trustees in the minute book.

  7. A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by Clause 6.

  8. In Clause 6.2 and Clause 6.3:

    1. "The CIO" includes any company in which the CIO:

      1. holds more than 50% of the shares; or

      2. controls more than 50% of the voting rights attached to the shares; or

      3. has the right to appoint one or more directors to the board of the company.

    2. "Connected person" includes any person within the definition set out in Clause 32 (Interpretation).

  1. Conflicts Of Interest And Conflicts Of Loyalty  

    1. A charity trustee must:

      1. Declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared.

      2. Absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest).

  2. Any charity trustee absenting himself or herself from any discussions in accordance with Clause 7.1 must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.

  3. LIABILITY OF MEMBERS TO CONTRIBUTE TO THE ASSETS OF THE CIO IF IT IS WOUND UP  

If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

  1. MEMBERSHIP OF THE SYNAGOGUE

    1. Admission of new members

      1. Eligibility

Membership of the Synagogue is open to Jews (as defined by the Beit Din of the Reform Synagogues of Great Britain) in furthering its purposes, and who, by applying for membership, has indicated his or her agreement to become a member and acceptance of the duty of members set out in Clause 9.3. Membership extends to include a member's children under the age of 21.  Arrangements for Associate membership who may be Non-Jews are set out in Clause 9.6.

  1. Admission procedure

The charity trustees:

  1. Shall require applications for membership to be made in any reasonable way that they decide.

  2. Shall, if they approve an application for membership, notify the applicant of their decision within twenty one days.

  3. May refuse an application for membership if they believe that it is in the best interests of the Synagogue for them to do so.

  4. Shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, within twenty one days of the decision being taken, and give the applicant the opportunity to appeal against the refusal.

  5. Shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.

  6. Transfer of membership

Membership of the Synagogue cannot be transferred to anyone else

  1. Duty of members

It is the duty of each member of the Synagogue to exercise his or her powers as a member of the Synagogue in the way he or she decides in good faith would be most likely to further the purposes of the Synagogue.

  1. Termination of membership

    1. Membership of the Synagogue comes to an end if:

      1. the member dies; or

      2. the member sends a notice of resignation to the charity trustees; or

      3. any sum of money owed by the member to the Synagogue is not paid in full within six months of its falling due; and such termination is confirmed by the charity trustees; or

      4. the charity trustees decide that it is in the best interests of the CIO that the member in question should be removed from membership, and pass a resolution to that effect at a special meeting of the charity trustees convened for that purpose, at which not less than 75 per cent of the charity trustees shall be present and not less than 66.67 per cent of those present shall vote in favour of such a resolution, provided that the resolution shall require confirmation by a resolution passed at a special meeting of the members, but only if such a meeting shall be requested by the member within fourteen days after notice of such resolution of the charity trustees has been given to him/her.  This subclause does not apply to clause 9.4(a)(iii).

    2. Before the charity trustees take any decision to remove someone from membership of the Synagogue they must:

      1. inform the member of the reasons why it is proposed to remove him or her from membership;

      2. give the member at least twenty one clear days' notice in which to make representations to the charity trustees as to why he, she or it should not be removed from membership;

      3. at a duly constituted meeting of the charity trustees, consider whether or not the member should be removed from membership;

      4. consider at that meeting any representations which the member makes as to why the member should not be removed; and

      5. allow the member, or the member's representative, to make those representations in person at that meeting, if the member so chooses.

  2. Membership fees (subscription)

The Synagogue may require members to pay reasonable membership/subscription fees to the Synagogue on terms set out in the Rules.

  1. Informal or associate (non-voting) membership

    1. The charity trustees may create associate or other classes of non-voting membership, and may determine the rights and obligations of any such members (including payment of membership/subscription fees), and the conditions for admission to, and termination of membership of any such class of members.  Details will be included in the Rules.

    2. Other references in this membership to "members" and "membership" do not apply to non-voting members, and non-voting members do not qualify as members for any purpose under the Charities Acts, General Regulations or Dissolution Regulations.

  2. Honorary Members

The charity trustees may elect persons to be Honorary members and such Honorary members shall be entitled to such rights as the charity trustees may from time to time confer upon them.  Honorary members will not be entitled to JJBS funeral and burial rights.

 

  1. Members' Decisions

    1. General provisions

Except for those decisions that must be taken in a particular way as indicated in Clause 10.4, decisions of the members of the CIO may be taken either by vote at a general meeting as provided in Clause 10.2 or by written resolution as provided in Clause 10.3.

  1. Taking ordinary decisions by vote

Subject to Clause 10.4, any decision of the members of the CIO may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting (including votes cast by proxy votes).

  1. Taking ordinary decisions by written resolution without a general meeting

    1. Subject to Clause 10.4, a resolution in writing agreed by a simple majority of all the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that:

      1. a copy of the proposed resolution has been sent to all the members eligible to vote; and

      2. a simple majority of members has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of twenty eight days beginning with the circulation date. The document signifying a member's agreement must be authenticated by their signature by a statement of their identity accompanying the document, or in such other manner as the CIO has specified.

    2. The resolution in writing may comprise several copies to which one or more members has signified their agreement.

    3. Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated in accordance with Clause 10.3(a).

    4. Not less than 5% of the members of the CIO may request the charity trustees to make a proposal for decision by the members.

    5. The charity trustees must within twenty one days of receiving such a request comply with it if:

      1. the proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;

      2. the proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members; and

      3. effect can lawfully be given to the proposal if it is so agreed.

    6. Clause 10.3(a), Clause 10.3(b) and Clause 10.3(c) apply to a proposal made at the request of members.

  2. Decisions that must be taken in a particular way

    1. Any decision to remove a trustee must be taken in accordance with Clause 15.2.

    2. Any decision to amend this constitution must be taken in accordance with Clause 30 of this constitution (Amendment of Constitution).

    3. Any decision to wind up or dissolve the CIO must be taken in accordance with Clause 27 of this constitution (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of the CIO to one or more other CIO's must be taken in accordance with the provisions of the Charities Act 2011.

    4. Any decision to elect a charity trustee must be taken in accordance with clause 13.1.

  1. General Meetings Of Members

    1. Types of general meeting

There must be an annual general meeting (AGM) of the members of the CIO. The first AGM must be held within eighteen months of the registration of the CIO, and subsequent AGMs must be held at intervals of not more than fifteen months. The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees' annual report, and must elect trustees as required under Clause 13.

Other general meetings of the members of the CIO may be held at any time.

All general meetings must be held in accordance with the following provisions.

  1. Calling general meetings

    1. The charity trustees:

      1. must call the annual general meeting of the members of the CIO in accordance with Clause 11.1, and identify it as such in the notice of the meeting; and

      2. may call any other general meeting of the members at any time.

    2. The charity trustees must, within twenty one days, call a general meeting of the members of the CIO if:

      1. they receive a request to do so from at least 10% of the members of the CIO; and

If, at the time of any such request, there has not been any general meeting of the members of the CIO for more than twelve months, then this sub-clause shall have effect as if 5% were substituted for 10%.

  1. the request states the general nature of the business to be dealt with at the meeting, and is authenticated by the member(s) making the request.

  2. Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting.

  3. A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.

  4. Any general meeting called by the charity trustees at the request of the members of the CIO must be held within twenty eight days from the date on which it is called.

  5. If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.

  6. A general meeting called in this way must be held not more than three months after the date when the members first requested the meeting.

  7. The CIO must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but the CIO shall be entitled to be indemnified by the charity trustees who were responsible for such failure.

  8. Notice of general meetings

    1. The charity trustees, or, as the case may be, the relevant members of the CIO, must give at least fourteen clear days' notice of any general meeting to all of the members, and to any charity trustee of the CIO who is not a member.

    2. If it is agreed by not less than 90% of all members of the CIO, any resolution may be proposed and passed at the meeting even though the requirements of the above sub-clause have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.

    3. The notice of any general meeting must:

      1. state the time and date of the meeting:

      2. give the address at which the meeting is to take place;

      3. give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting; and

      4. if a proposal to alter the constitution of the CIO is to be considered at the meeting, include the text of the proposed alteration;

      5. include, with the notice for the AGM, the annual statement of accounts and trustees' annual report, details of persons standing for election or re-election as trustee, or where allowed under Clause 24 (Use of electronic communication), details of where the information may be found on the CIO's website.

    4. Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given forty eight hours after it was posted or sent.

    5. The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the CIO.

  9. Chairing of general meetings

The person appointed as chair of the Synagogue shall, if present at the general meeting, preside as chair of the meeting.  In his or her absence the Vice-Chair shall chair the meeting and in his or her absence, the members of the CIO who are present at a general meeting shall elect a chair to preside at the meeting.

  1. Quorum at general meetings

    1. No business may be transacted at any general meeting of the members of the CIO unless a quorum is present when the meeting starts.

    2. Subject to the following provisions, the quorum for general meetings shall be 10 members.

    3. If the meeting has been called by or at the request of the members and a quorum is not present within 30 minutes of the starting time specified in the notice of the meeting, the meeting is closed.

    4. If the meeting has been called in any other way and a quorum is not present within thirty minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must either be announced by the chair or be notified to the CIO's members at least seven clear days before the date on which it will resume.

    5. If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.

  2. Voting at general meetings

    1. Any decision other than one falling within Clause 10.4 (decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting (including proxy votes). Every member has one vote.

    2. A resolution put to the vote of a meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. A poll may be demanded by the chair or by at least 10% of the members present in person or by proxy at the meeting.

    3. A poll demanded on the election of a person to chair the meeting or on a question of adjournment must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such manner as the chair of the meeting shall decide to ensure that this is conducted impartially, provided that the poll must be taken, and the result of the poll announced, within thirty days of the demand for the poll.

    4. A poll may be taken:

      1. at the meeting at which it was demanded; or

      2. at some other time and place specified by the chair; or

      3. through the use of postal or electronic communications.

    5. In the event of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second, or casting vote.

    6. Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.

  3. Proxy voting

    1. Any member of the CIO may appoint another member as a proxy to exercise all or any of that member's rights to attend, speak and vote at a general meeting of the CIO. Proxies must be appointed by a notice in writing (a "proxy notice delivered to the Chair of the Synagogue") which:

      1. States the name and address of the member appointing the proxy.

      2. Identifies the person appointed to be that member's proxy and the general meeting in relation to which that person is appointed.

      3. Is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the CIO may determine.

      4. Is delivered to the CIO in accordance with the constitution and any instructions contained in the notice of the general meeting to which they relate.

    2. No person, other than the Chair of the Synagogue, may be appointed to be the proxy for more than three other members.

    3. The CIO may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.

    4. Proxy notices may (but do not have to) specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.

    5. Unless a proxy notice indicates otherwise, it must be treated as:

      1. Allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting.

      2. Appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

    6. A member who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the CIO by or on behalf of that member.

    7. An appointment under a proxy notice may be revoked by delivering to the CIO a notice in writing given by or on behalf of the member by whom or on whose behalf the proxy notice was given.

    8. A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

    9. If a proxy notice is not signed or authenticated by the member appointing the proxy, it must be accompanied by written evidence that the person who signed or authenticated it on that member's behalf had authority to do so.

The chair may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting.

  1. Charity Trustees

    1. Functions and duties of charity trustees

The charity trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each charity trustee:

  1. To exercise his or her powers and to perform his or her functions as a trustee of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO.

  2. To exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to any special knowledge or experience that he or she has or holds himself or herself out as having.

  3. Eligibility for trusteeship

    1. Every charity trustee must be a member.

    2. No individual may be appointed as a charity trustee:

      1. if he or she is under the age of eighteen years;

      2. if he or she would automatically cease to hold office under the provisions outlined in Clause 15.1(f); or

      3. during the 12 months following the individual ceasing to be a charity trustee by reason of a resolution of the charity trustees pursuant to clause 15.1(b) .

      4. Fails to attend a minimum of 50% of the meetings of the charity trustees in the period between November and October immediately prior to the appointment.  This requirement is waived if the absences are due to pregnancy, maternity, disability or long term serious illness.

    3. No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee.

  4. Charity trustees

    1. There shall be the following charity trustees designated as a Chair of the Synagogue, a Vice-Chair of the Synagogue, a Secretary, a Treasurer, and a Senior Warden.  There shall be an additional nine elected charity trustees.

    2. No member shall be eligible for election as a charity trustee unless and until he or she shall have been a member of the Synagogue for an unbroken period of one year immediately prior to election or appointment.

    3. The charity trustees and/or the members shall have the power to co-opt two additional members as charity trustees in order to bring the number of charity trustees to sixteen. 

  5. First charity trustees

The first charity trustees of the CIO are:

 

Reeva Godson,  Joel Allan Ilson,  Angela Eve Jacobs,  Mitzi Sharon Kalinsky,  Andrew Kevin Lewis,  Ida Johanna Lewinsohn

Jeffrey Eric Lustig,  Melvin Pedro,  Oren Rosenmann,  Jocelyn Alexis Shepherd,  Jeffrey Norman Soraff,  Karen Elizabeth Watch

 

  1. Appointment Of Charity Trustees  

    1. Election of charity trustees

At the first annual general meeting of the members of the CIO all the charity trustees shall retire from office.  Every charity trustee elected or appointed at an annual general meeting shall retire at the annual general meeting following his or her appointment or election.

The election of the charity trustees at the Annual General Meeting shall be conducted in the following manner.

  1. The notice convening the meeting which shall be sent out no later than four weeks before the proposed date of the meeting, shall contain an intimation that any two members may nominate in writing, to be received fourteen clear days before the date of the meeting the persons whom they wish to be elected as charity trustees and such nominees shall confirm willingness to stand for election as charity trustees.

  2. A list of all nominations received in accordance with clause 13.1(a) shall be available from the Administrator or Secretary not later than seven clear days before the date of the meeting to those members who wish to receive it.  Seven days prior to the annual general meeting the names of those members wishing to stand for election as charity trustee positions will be displayed on the Synagogue website and on notice boards in the Synagogue buildings.

  3. In the event of no nominations for a particular specific office having been received the charity trustees elected at the Annual General Meeting shall have the power to appoint a charity trustee to fill the vacant position. 

  4. In the event of there being no need for a contested election or an insufficient number of nominations for charity trustees having been received those persons nominated shall be deemed to be elected as charity trustees for the ensuing year and the charity trustees shall have the power to appoint persons to fill the vacant positions. Any contested election shall be conducted in accordance with Rules made pursuant to Clause 28.

  5. Any candidate for Chair of the Synagogue must have served at least one year as a charity trustee in the immediate year before standing for election as Chair.

  6. The members or the charity trustees may at any time decide to appoint a new charity trustee, whether in place of a charity trustee who has retired or been removed in accordance with Clause 15.1 (Retirement and removal of charity trustees), or as an additional charity trustee, provided that the limit specified in Clause 12.3 on the number of charity trustees would not as a result be exceeded.

  7. A person so appointed in accordance with Clause 13.1(f) by the charity trustees shall retire at the conclusion of the annual general meeting next following the date of his appointment.

  1. Information For New Charity Trustees  

The charity trustees will make available to each new charity trustee, on or before his or her first appointment:

  1. A copy of this constitution and any amendments made to it.

  2. A copy of the CIO's latest trustees' annual report and statement of accounts.

  3. A copy of the Codes of Practice Booklet.

  4. Copies of two set of minutes of recent meetings of the charity trustees.

  5. A copy of the Synagogue Rules.

  1. Retirement And Removal Of Charity Trustees  

    1. A charity trustee ceases to hold office if he or she:

      1. Retires by notifying the CIO in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings).

      2. Is absent without the permission of the charity trustees from four consecutive  meetings held within the period November to October and the charity trustees resolve that his or her office be vacated, in which case the charity trustees may also resolve that such charity trustee may not stand for election as a charity trustee for a period of twelve months.

      3. Dies.

      4. In the written opinion, given to the CIO, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months.

      5.  Is removed by the members of the CIO in accordance with Clause 15.2.

      6. Is disqualified from acting as a charity trustee by virtue of section 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).

  2. A charity trustee shall be removed from office if a resolution to remove that trustee is proposed at a general meeting of the members called for that purpose and properly convened in accordance with Clause 11, and the resolution is passed by a [two-thirds] majority of votes cast at the meeting.

  3. A resolution to remove a charity trustee in accordance with Clause 15.2 shall not take effect unless the individual concerned has been given at least 14 clear days' notice in writing that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been given a reasonable opportunity of making oral and/or written representations to the members of the CIO.

  4. ELECTION AND CO-OPTION OF Charity Trustees

Any person who retires as a charity trustee is eligible to stand for re-election.  A charity trustee who has served for seven consecutive terms may not be elected or co-opted for an eighth consecutive term but may be elected after an interval of at least one year.

  1. Taking Of Decisions By Charity Trustees  

Any decision may be taken either:

  1. At a meeting of the charity trustees.

  2. By resolution in writing or electronic form agreed by a majority of all of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to which the majority of all of the charity trustees has signified their agreement. Such a resolution shall be effective provided that:

    1. a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the charity trustees; and

    2. the majority of all of the charity trustees has signified agreement to the resolution in a document or documents which has or have been authenticated by their signature, by a statement of their identity accompanying the document or documents, or in such other manner as the charity trustees have previously resolved, and delivered to the CIO at its principal office or such other place as the trustees may resolve within twenty eight days of the circulation date.

  1. Meetings And Proceedings Of Charity Trustees 

    1. Calling meetings

      1. The charity trustees shall meet at least nine times within the period November to October.  Its meetings shall be convened by the Secretary acting on behalf of the Chair of the Synagogue by each charity trustee being notified at least seven days beforehand, together with an agenda, but in the case of an emergency a meeting of the charity trustees may, with the sanction of the Chair the Synagogue be convened at shorter notice.

      2. A meeting of the charity trustees shall also be called within not less than fourteen nor more than twenty eight days upon request of not less than three charity trustees who shall state in writing to the Secretary the matter or matters they wish to be discussed at such meeting.

      3. The accidental omission to give notice of a meeting to any charity trustee shall not invalidate any resolution passed at the meeting.

  2. Chairing of meetings

The chair of the Synagogue shall chair meetings of the charity trustees and may at any time revoke such appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the Vice Chair shall chair that meeting and if not present the charity trustees present may appoint one of their number to chair that meeting.

  1. All rights and duties conferred by this constitution upon the Chair of the Synagogue shall, in his or her absence, devolve upon and be exercised by the Vice Chair of the Synagogue or in the absence of both, by a person being a charity trustee nominated by a majority of the charity trustees present.

  2. Procedure at meetings

    1. No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is six charity trustees, or such larger number as the charity trustees may decide from time to time. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.

    2. Questions arising at a meeting shall be decided by a majority of those eligible to vote.

    3. In the case of an equality of votes, the chair shall have a second or casting vote.

    4. The charity trustees may invite members or other persons to attend the meetings of the Council.  Such persons shall not be counted towards any quorum nor shall they be entitled to vote at any meeting.

    5. The immediate past Chair of the Synagogue shall be entitled to attend meetings of the charity trustees but shall not be entitled to vote at such meetings in that role.  This provision will last for one year only after ceasing to be the Chair of the Synagogue.

  3. Participation in meetings by electronic means

    1. A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants.

    2. Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.

    3. Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.

  1. Delegation By Charity Trustees

    1. The charity trustees may delegate any of their powers or functions, including the admission of new members, to a committee or committees or to individual charity trustees or, in the case of specific administrative functions, to a designated employee, and, if they do, they must determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.

    2. This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements:

      1. A committee may consist of two or more persons, but at least one member of each committee must be a charity trustee.

      2. The acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable.

      3. The charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.

  2. The charity trustees may appoint from its members, or from members of the CIO, such committees as they may from time to time decide, and such committees shall hold office until the next Annual General Meeting unless previously dissolved by the charity trustees.  The Chair of the Synagogue shall receive notice of all the meetings to be held by any committee, and shall be entitled to attend in person or by another charity trustee nominated by him/her and vote at such meetings. The charity trustees shall, on appointing a committee, require it to submit a periodical report of its activities and the Committee shall keep and if required produce to the charity for trustees minutes of its meetings and proceedings.  All committees shall work under the direction of the charity trustees and may be dissolved at any time at the direction of the charity trustees.

  3. Saving Provisions

    1. Subject to Clause 20.2, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:

      1. Who was disqualified from holding office;

      2. Who had previously retired or who had been obliged by the constitution to vacate office.

      3. Who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise.

If, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.

  1. Clause 20.1 does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for Clause 20.1, the resolution would have been void, or if the charity trustee has not complied with Clause 7 (Conflicts of interest).

  1. RABBI

The engagement of a Rabbi shall require the authority of the members. The charity trustees shall have authority to determine and agree the terms of the engagement.

  1. honorary life president

    1. The title of Honorary Life President can be bestowed on a member of the synagogue who has shown considerable commitment to its existence and who has dedicated many years of service to its cause.

    2. The title confers no special powers to the recipient and in the main is ceremonial.  The Honorary Life President shall be entitled to attend all meetings of the charity trustees and receive agendas for the same but cannot vote.

  2. Execution Of Documents

    1. The CIO shall execute documents by signature.

    2. A document is validly executed by signature if it is signed by at least two of the charity trustees.

  3. Use Of Electronic Communications  

    1. General

The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular:

  1. The requirement to provide within twenty one days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form.

  2. Any requirements to provide information to the Charity Commission in a particular form or manner.

  3. Use of electronic communications

    1. To the CIO

Any member or charity trustee of the CIO may communicate electronically with the CIO to an address specified by the CIO for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the CIO.

  1. By the CIO

    1. Any member or charity trustee of the CIO, by providing the CIO with his or her email address or similar, is taken to have agreed to receive communications from the CIO in electronic form at that address, unless the member has indicated to the CIO his or her unwillingness to receive such communications in that form.

    2. The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website:

  1. Provide the members with the notice referred to in Clause 11.3 (Notice of general meetings).

  2. Give charity trustees notice of their meetings in accordance with Clause 18.1 (Calling meetings).

  3. Submit any proposal to the members or charity trustees for decision by written resolution or postal vote in accordance with the CIO's powers under Clause 10 (Members' decisions), and Clause 10.3 (Decisions taken by resolution in writing).

    1. The charity trustees must:

      1. Take reasonable steps to ensure that members and charity trustees are promptly notified of the publication of any such notice or proposal.

      2. Send any such notice or proposal in hard copy form to any member or charity trustee who has not consented to receive communications in electronic form.

  1. Keeping Of Registers

The CIO must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and charity trustees.

  1. Minutes

The charity trustees must keep minutes of all:

  1. Appointments of officers made by the charity trustees.

  2. Proceedings at general meetings of the CIO.

  3. Meetings of the charity trustees and committees of charity trustees including:

    1. the names of the trustees present at the meeting;

    2. the decisions made at the meetings; and

    3. where appropriate the reasons for the decisions.

    4. Decisions made by the charity trustees otherwise than in meetings.

  1. Accounting Records, Accounts, Annual Reports And Returns, Register Maintenance

    1. The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of accounts, and to the preparation of annual reports and returns. The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within ten months of the financial year end.

    2. The charity trustees must comply with their obligation to inform the Commission within twenty eight days of any change in the particulars of the CIO entered on the Central Register of Charities.

  2. Rules

The charity trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the CIO, including provisions for the admission of Members, establishing arrangements for Classes of membership including Associate membership but such rules or bye laws must not be inconsistent with any provision of this Constitution. Copies of any such rules or bye laws currently in force must be made available to any member of the CIO on request.  The Rules may provide that specified terms may only be amended by a resolution of the members passed in accordance with Clause 30(a).

  1. Disputes

If a dispute arises between members of the CIO about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

  1. Amendment Of Constitution

As provided by clauses 224-227 of the Charities Act 2011:

  1. This constitution can only be amended:

    1. by resolution agreed in writing by all members of the CIO; or

    2. by a resolution passed by a 75% majority of votes cast at a general meeting of the members of the CIO.

  2. Any alteration of Clause 3 (Objects), Clause 31 (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connected with them, requires the prior written consent of the Charity Commission.

  3. No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.

  4. A copy of any resolution altering the constitution, together with a copy of the CIO's constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities.

  1. Voluntary Winding Up Or Dissolution  

    1. As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made:

      1. At a general meeting of the members of the CIO called in accordance with Clause 11 (General meetings of members), of which not less than fourteen days' notice has been given to those eligible to attend and vote:

        1. by a resolution passed by a 75% majority of those voting, or

        2. by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or

      2. By a resolution agreed in writing by all members of the CIO.

  2. Subject to the payment of all the CIO's debts:

    1. Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied.

    2. If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied.

    3. In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO.

  3. The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular:

    1. The charity trustees must send with their application to the Commission:

      1. a copy of the resolution passed by the members of the CIO;

      2. a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and

      3. a statement by the charity trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this constitution;

    2. The charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustee of the CIO who was not privy to the application.

  4. If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.

  5. Interpretation

In this constitution:

"Beit Din" means the Court of the Movement of Reform Judaism which oversees issues of Jewish status.

"Connected person" means:

  1. a child, parent, grandchild, grandparent, brother or sister of the charity trustee;

  2. the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above;

  3. a person carrying on business in partnership with the charity trustee or with any person falling within sub-clause (a) or (b) above;

  4. an institution which is controlled:

    1. by the charity trustee or any connected person falling within sub-clause (a), (b) or (c) above; or

 

  1. by two or more persons falling within sub-clause (d)(i), when taken together;

  2. a body corporate in which:

    1. the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or

    2. two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.

Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.

 

"Charity trustee" means a charity trustee of the CIO.

 

"Communications Provisions" means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations.

 

"Dissolution Regulations" means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.

 

"General Regulations" means the Charitable Incorporated Organisations (General) Regulations 2012.

 

"JJBS" means The Jewish Joint Burial Society.

 

"poll" means a counted vote or ballot, usually (but not necessarily) in writing.

 

"Synagogue" means the CIO.

Sukkat Shalom Reform Synagogue

1 Victory Road,
Hermon Hill,
Wanstead,
London E11 1UL

Tel: 020 8530 3345 | Email: admin@sukkatshalom.me.uk
Registered Charity Number 283615.

©2018 Sukkat Shalom Reform Synagogue. All rights reserved.

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