The Synagogue Constitution
THIS DECLARATION OF TRUST
is made the fourth day of May One thousand nine hundred and ninety-four by Ellis Weinberger of 57 Victoria Street in the City of Exeter, Hilary Radnor of 40 Monkswell Road in the City of Exeter, Sonia Fodor of 4 Pennsylvania Park in the City of Exeter and Frank Gent of Culver House, Exeter Road, Crediton (hereinafter called "the Trustees" which expression shall where the context so admits include the trustee or trustees for the time being of this deed)
(1) It is intended to advance and promote the Jewish religion and heritage through the means of regular religious worship and educational and social activities by the formation of a Charitable Trust to be called the Exeter Hebrew Congregation Trust (hereinafter called "the Trust")
(2) The Trustees are the Trustees of the Trust
NOW THIS DEED WITNESSETH and it is hereby declared as follows—
1. The objects of the Trust are the advancement and promotion of the Jewish religion and heritage by the provision and maintenance of a synagogue and burial ground by regular religious worship and educational and social activities and such other activities as may promote the welfare and Jewish identity of its members and other charitable purposes not inconsistent with the foregoing.
2. All securities and real property held or acquired for or on behalf of the Congregation and consisting at the present time (inter alia) of the freehold property known as Exeter Synagogue, the six sifrei Torah, two pairs of rimmonim, two breastplates and four yadayim and the freehold property known as the Jews' Burial Ground and certain sums of money at present deposited in the names of the Trustees with the National Westminster Bank and all the furniture and fittings and other contents of the said Synagogue premises shall, unless the Committee of Management otherwise directs, be vested in the Trustees for the time being of the Congregation who shall normally be four in number and shall be officers of the Congregation.
3. The Trustees shall have power from time to time and subject as hereinafter provided
(a) to issue appeals for and accept donations whether periodical or otherwise
(b) to accept donations on any special trusts in connection held subject to the terms and conditions of the gift
(c) to raise money (with such consent as by law required) by mortgage against the security of any property of the Trust and in such manner as the Regulations of the Trust may from time to time prescribe
4. The Trustees shall invest all monies received whether by way of subscription donation bequest or otherwise (not immediately required for the furtherance of the objects of the Trust) in any investments authorised by law for the investment of trust funds with power to vary such investments for others of the like nature at their discretion
5. All the proper costs charges and expenses of and incidental to the management and administration of the Trust including any legal fees shall first be defrayed out of the income of the Trust but if at any time there shall be no such income then so far as may be out of the capital or other funds of the Trust.
6. The management and control of the Trust shall be invested in a Committee of Management consisting of such members with such qualifications and to be elected in such manner and to hold office for such period on such terms as to re-election and otherwise as the regulations of the Trust for the time being in force shall direct.
7. A Trustee shall hold office until the Thirty-first day of August from the date of his or her appointment (except that a Trustee appointed to fill a casual vacancy shall cease to hold office upon the date when the Trustee whose place he or she has filled. A Trustee shall be appointed by a resolution of the Committee of Management and shall hold office for one year or until he or she shall communicate in writing to the Committee of Management his or her wish to be discharged from office and the Committee of Management may from time to time discharge a Trustee from office.
8. All members of the Trust shall subject to any Regulations of the Trust for the time being in force be entitled to be present and able to vote at Annual General Meetings and take part in discussion of business thereat.
9. From time to time a duly constituted General Meeting of the Trust may by resolution make such Regulations as shall seem requisite for the smooth administration and furtherance of the objects of the Trust and from time to time may similarly revoke alter or amend any Regulation or Regulations thereto made Provided that no amendment be made which would cause the Trust to cease to be a charity at law.
IN WITNESS whereof the Trustees have hereunto set their hands and seals the day and year first before written.
SCHEDULE REGULATIONS OF THE EXETER HEBREW CONGREGATION TRUST
The Exeter Hebrew Congregation was founded in 1763, its Chevra Kadisha in 1757, to provide for the religious, spiritual and cultural needs of Jews in the City of Exeter and County of Devon. It is an independent, unaffiliated body. Although the Congregation was formally dissolved in 1893, the community has continued to function since that date without interruption.
1. All Laws Rules and Regulations heretofore in existence for the guidance of the Congregation shall be annulled and abrogated and the present regulations shall take effect as from the fourth day of May One Thousand nine hundred and ninety-four for the government and conduct of this Congregation. Every member shall be given a copy of these Regulations and shall be bound by them.
2. The name of the Congregation shall be "Exeter Hebrew Congregation" hereinafter referred to as the Congregation
3. The objects of the Congregation shall be to promote the religious and other charitable activities of the Exeter Hebrew Congregation
4. Membership of the Congregation shall be open to all adults who at the date of the Trust Deed are members of the body known as Exeter Hebrew Congregation and all other adults who shall be elected as members of the Trust by the Committee of Management.
5. The Committee of Management shall from time to time fix a scale of subscriptions for membership of the Congregation and of any other relevant charges and no lower subscription shall be accepted save in cases of hardship as determined in their discretion by the Committee of Management.
6. Honorary Elders of the Congregation shall be those persons who in the opinion of the Committee of Management it is desirable to admit as Elders of the Exeter Hebrew Congregation
7. The rights and privileges of a Member of the Trust shall not be transferable or transmissible.
8. Every Member of the Trust shall observe the Regulations of the Trust from time to time in force.
9. Every member of the Trust shall be entitled to a document of membership.
10. A Member shall cease to be a Member:-
(a) if his or her subscription shall be six months in arrears whether or not such subscription shall have been formally demanded and the Committee of Management shall have resolved that he or she cease to be a Member;
(b) if he or she shall by notice in writing to the Secretary have resigned his or her membership;
(c) if by a two-thirds majority of the Committee of Management he or she be requested to resign his or her membership.
11. There shall be a President of the Trust who shall be elected annually by the members at the Annual General Meeting. Only members of the Trust may be proposed for election as President. The President shall be entitled to take the chair at all Meetings.
TRADITIONS AND USAGES
12. The Congregation shall conduct its affairs in accordance with established Jewish traditions and worship notwithstanding which the Synagogue shall be available for all forms of Jewish worship.
13. There shall be a Secretary for Marriages, who shall hold the Marriage Register of the Congregation.
14. Register Books shall be kept of Members, of the births and circumcisions of all children born to Members, and of the deaths of all Members, and of all funerals performed under the auspices of the Congregation.
ADMINISTRATIVE AND FINANCIAL YEAR
15. The Administrative and Financial Year of the Trust shall be from the First day of September to the Thirty-first day of August.
16. The first General Meeting of the Trust shall be held at such time and at such place as may be determined by the Committee of Management thereafter an Annual General Meeting of the Trust shall be held once in every calendar year on or near Hoshana Rabba at such time and place as may be determined by the Committee of Management.
17. The Committee of Management may whenever they think fit call an Extraordinary General Meeting and shall whenever a requisition in writing signed by not less then ten members and stating fully the objects of the meeting shall be served on the Secretary call an Extraordinary General Meeting.
18. If the Committee of Management within twenty-one days after the deposit of any such requisition do not issue a notice calling a meeting in accordance therewith for a day not more than one calendar month after such deposit the requisitionists may themselves convene an Extraordinary General Meeting for the business described in the requisition to be held at such time within three months and at such place as they think fit.
19. Fourteen clear days' notice at least specifying the place the day and the hour of the meeting and in the case of special business the general nature of the business shall be given in the manner hereinafter mentioned to the members. Accidental omission to give any such notice or the non-receipt of such notice by any Member shall not invalidate any Resolution passed or proceedings had at any such Meetings.
PROCEEDINGS AT GENERAL MEETINGS
20. All business shall be deemed special that is transacted at an Extraordinary General Meeting and all that is transacted at an Annual General Meeting shall also be deemed special with the exception of the consideration of the accounts the report of the Committee of Management and of the Auditors the election of the President Vice-President Secretary Treasurer and members of the Committee of Management and other officers in the place of those retiring and the appointment of Auditors.
21. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. For all purposes a quorum shall be three members personally present
22. If within half an hour of the time appointed for the holding of a General Meeting a quorum is not present the meeting if convened on such requisition as aforesaid shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place or at such other place as the Chairman shall appoint and Members then present whatever their number shall form a quorum.
23. The Chairman of a General meeting may adjourn the meeting from time to time and from place to place as shall be approved by a majority of members present. Whenever a meeting is adjourned for ten days or more notice of the adjourned meeting shall be given in the same manner as of the original meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.
24. The President or in his or her absence the Vice-President will preside at every General Meeting but if there be no such President Vice-President or if at any meeting none of them shall be present within fifteen minutes after the time appointed for holding the same or they shall be unwilling to preside the persons present shall choose some member of the Trust who shall be sent to preside at the meeting.
25. At all General Meetings a Resolution put to the vote of the meeting shall be decided on a show of hands by a majority of the Members present in person unless before or upon the declaration of the result a poll be demanded by the President or at least three Members present and unless a poll is so demanded a declaration by the chairman of the meeting that a Resolution has been carried or has been carried by a particular majority or lost or not carried by a particular majority shall be conclusive and an entry to that effect in the Minute book of the Trust shall be conclusive evidence thereof without proof of the number or proportion of votes recorded in favour of or against such Resolution.
26. If a poll be demanded in manner aforesaid it shall be taken at such time and place and in such manner as the Chairman of the meeting shall direct and the result of the poll shall be deemed to be the resolution of the meeting at which such poll was demanded.
27. In the case of a postal poll a notice of the poll and of the question to be decided shall be sent by post within seven days of the demand thereof to each member together with a voting form which shall be filled in signed and dated and delivered by post or otherwise to the Secretary of the Trust not later than noon of the day fixed for the taking of the poll.
28. At any meeting when a poll is demanded three Members shall be appointed by the meeting to act as scrutineers and a decision by a majority of them as to the validity of any voting paper shall be final and conclusive. The scrutineers shall declare the result of the poll and their decision shall be final.
29. A meeting shall not be entitled to demand a poll on any question of adjournment or on the election of a Chairman of the meeting.
30. In the case of an equality of votes either on a show of hands or at a poll the Chairman of the meeting shall be entitled to a further or casting vote.
31. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll was demanded.
32. Every Member whether on a show of hands or on a poll shall have one vote but no Member shall be entitled to vote if his or her subscription is six months in arrears.
33. The affairs of the Trust shall be administered by a Committee of Management consisting of members whose duty it shall be to carry out its general policy and to provide for the administration management and control of the affairs and property of the Trust. Until otherwise determined by a General Meeting the Committee of Management shall consist of a President Vice-President Secretary and Treasurer and not less than three nor more than ten other Members of the Trust or such other number as may from time to time be determined by the Trust in general Meeting.
34. The President shall be the primary spokesperson for the promotion of the policies and objects of the Trust.
35. The Committee of Management may from time to time and at any time appoint any member of the Trust as a Member of the Committee of Management to fill a vacancy on the Committee of Management.
36. The first Members of the Committee of Management shall be: President; Vice-President; Secretary; Treasurer; other Members.
POWERS OF THE COMMITTEE OF MANAGEMENT
37. The business of the Trust shall be managed by the Committee of Management and the Committee of Management in addition to the powers and authorities by these regulations expressly conferred upon them may exercise all such acts as are within the scope of the Trust Deed and do on behalf of the Trust all such acts and things as may be exercised and done by the Trust.
38. The continuing Members of the Committee of Management may act notwithstanding any vacancy in their body provided always that in case the Members of the Committee of Management shall at any time be reduced below the minimum fixed by these Regulations it shall be lawful for them to act as the Committee of Management for the purpose of filling up vacancies in their body or convening a General Meeting but for no other purpose.
39. The Committee of Management may appoint sub-committees to which it may from time to time and for such time as it determines delegate such of its functions and powers as it thinks fit and such sub-committees may be given power to co-opt provided that no subcommittee may be given power to co-opt more than one-quarter of its of its total membership.
40. The Office of an Officer or Member of the Committee of Management shall ipso facto be vacated if for any reason he or she shall cease to be a Member of the Trust provided that until an entry of the vacating of office by a Member of the Committee of Management shall be entered in the Minutes of the Committee of Management his or her acts as a Member thereof shall be effectual.
41. All the income and property of the Trust shall be applied solely towards the objects of the Trust and no portion thereof shall be paid or transferred in any way to any member of the Committee of Management provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Trust (other than a member of the Committee of Management) and repayment of out-of-pocket expenses to members or members of the Committee of Management incurred in the course of the work of the Trust.
42.The Trust shall have the power to collect and accept donations and to issue appeals for donations and to raise money by bequests or otherwise. Any money raised or received may be retained by the Trust and used at the discretion of the Committee of Management.
43. The Trust may appoint employees as may from time to time be found necessary for carrying out the work of the Trust and may fix their duties and remunerations.
44. All proper costs charges and expenses incidental to the management of the Trust may be defrayed out of the funds of the Trust.
45. All moneys bills and notes belonging to the Trust shall be paid to or deposited with the Bankers of the Trust to an account to be opened in the name of the Trust. Cheques on the Trust's Bankers until otherwise from time to time resolved upon by the Committee of Management shall be signed by at least two Members of the Committee of Management.
46. The Trust's Banking Account shall be kept with such Bank or Bankers as the Committee of Management shall from time to time determine.
ELECTION OF THE MEMBERS OF THE COMMITTEE OF MANAGEMENT
47. The members of the Committee of Management shall serve on the Committee of Management for one year. A retiring officer or Member of the Committee of Management shall retain his or her office until the dissolution or adjournment of the meeting at which his or her successor is elected or it is determined not to fill his or her place.
48. A retiring officer of the Committee of Management cannot be re-elected for more than three successive years in the same office. He or she is however eligible for election to any other office or to be a member of the Committee of Management.
49. The Trust shall at the meeting at which Officers and Members of the Committee of Management retire in manner aforesaid fill up the vacated office of each Member by electing a person thereto unless at such meeting it shall be determined to reduce the number of Members or Members of the Committee of Management.
50. The Trust may from time to time in General Meeting increase or reduce the number of officers or Members of the Committee of Management.
51. The Committee of Management will meet four times per year on or near Hoshana Rabba, Sunday in Hanucah, Hol HaMoed Pesach and Sunday after Shabbat Nahmu and three shall be a quorum.
52. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman of the Meeting shall have a second or casting vote.
53. Upon a request by the President Treasurer or of any three Members of the Committee of Management the Secretary shall at any time summon a meeting of the Committee of Management by notice sent to the members of the Committee of Management.
54. The President or in his or her absence the Vice-President shall preside at all meetings of the Committee of Management but if no such President or Vice-President be elected or if at any meeting the President or Vice-President be not present within five minutes after the time appointed for the holding of the meeting the Members of the Committee of Management present shall choose a Chairman of the meeting.
55. A meeting of the Committee of Management for the time being at which a quorum is present shall be competent to exercise all the authorities powers and discretions by or under the regulations of the Trust for the time being vested in the Committee of Management generally.
56. All acts bona fide done by any meeting of the Committee of Management or by any sub-committee of the Committee of Management or by any person acting as a Member of the Committee of Management shall not withstanding it be afterwards discovered that there was some defect in the appointment of any such Member or person acting as aforesaid be as valid as if such person had been duly appointed and was qualified to be a Member of the Committee of Management.
57. The Committee of Management shall cause proper Minutes to be made of the proceedings of all meetings of the Trust and of the Committee of Management and all sub-committees of the Committee of Management and all business transacted at such meetings and any such Minute of any meeting if purporting to be signed by the President of such meeting or by the President of the next succeeding meeting shall be conclusive evidence without further proof of the facts therein stated.
ALTERATION OF REGULATIONS
58. The Regulations for the time being of the Trust may be revoked altered or added to by a resolution passed at an Extraordinary General Meeting of the Trust or as special business during an Annual General Meeting by a majority of two-thirds at least of the Members of the Trust present and voting at such meeting
59. The Treasurer shall cause true accounts to be kept of the assets of the Trust and of all moneys received and expended by the Trust and the matters in respect of which such receipts and expenditure takes place.
60. The Treasurer shall lay before the Trust at the Annual General Meeting a Statement of the income and expenditure for the past year.
61. A balance Sheet shall be made out in every year and laid before the Trust at the Annual General Meeting and every such Balance Sheet shall be accompanied by the Reports of the Committee of Management and the Treasurer as to the affairs of the Trust generally and a copy of such Statement Balance Sheet and Reports shall not less than seven days before the meeting be sent by post to each Member.
62. Once at least every year the accounts of the Trust shall be examined and the correctness of the Statement and Balance Sheet ascertained by an Auditor to be appointed by the Annual General Meeting. The Auditor shall have the right to report in writing or verbally to the Annual General Meeting.
63. A notice shall be served by the Trust upon any Member by delivering it to the person on whom it is to be served or by leaving it at his or her address or by sending it through the post in a prepaid letter addressed to such Member at his or her address in the books of the Trust and any notice so served shall be deemed to have been served on the day following that on which it is posted.
64. Where a given number of days' notice or notice extending over any other period is required to be given the day of service shall be counted in such number of days or other period.
65. The Members of the Committee of Management the Auditor Secretary Treasurer and other officers for the time being of the Trust and the Trustees and every of them their heirs executors and administrators shall be indemnified and secured harmless out of the assets of the Trust from and against all actions claims charges losses damages and expenses which they or any of them or any of their executors or administrators shall or may incur or sustain by or by reason of any act done incurred in or omitted in or about the execution of their duty or supposed duty in the respective offices or trusts.
DISSOLUTION OF TRUST
66. The Trust may at any time be dissolved by a resolution passed by a two-thirds majority of those present and voting at a General Meeting of the Trust of which at least twenty-one clear days' notice shall have been sent to all members. Such resolutions may give instructions for the disposal of any assets held by or in the name of the Trust, provided that if any property remains after the satisfaction of debts and liabilities, such property shall not be paid to or distributed among the members of the Trust but shall be given or transferred to such other institutions or institutions having objects similar to some or all of the objects of the Trust as the Trust may with the approval of the Charity Commissioners or other authority having charitable jurisdiction determine.
SIGNED SEALED AND DELIVERED by the said Ellis Weinberger
SIGNED SEALED AND DELIVERED by the said Hilary Radnor
SIGNED SEALED AND DELIVERED by the said Sonia Fodor
SIGNED SEALED AND DELIVERED by the said Frank Gent