CONSTITUTION (after AGM 20 June 2007)

1.    The Congregation shall be called the "EDINBURGH HEBREW CONGREGATION".

2.   The Congregation shall have the powers to establish Branch Synagogues and make regulations for the government of same.

The Congregation shall maintain all its buildings in a good state of repair.

3.   The Congregation shall consist of persons of the Jewish Faith, male or female, who shall be members as specified hereunder.

MEMBERSHIP

4.   Persons who are currently contributors to the funds of the Congregation shall be members thereof.  Persons may be accepted as junior members, but junior membership shall not be open to persons over twenty one years of age other than full-time students.  Members of the Congregation or their children who are no longer resident in the Edinburgh area may, by payment of an Annual Contribution arranged with the Treasurer continue to be members and have a seat reserved in their name.

5.   Members shall be entitled

(a)      To be allotted a seat in synagogue.

(b)      To be married as provided for in Law 57.

(c)      Facilities including the provision, of Prayer Books and the attendance of the Minister and other Officials, for Services during the week of Mourning in their home or elsewhere in the Edinburgh area where they are observing the mourning period.

6.   All members shall be entitled to be summoned to, and all members other than junior members shall be entitled to vote at, all general meetings of the Congregation. 

The term "members" hereinafter shall not include junior members.

Women shall be eligible for all Offices except that of the Wardens and the Convenor of Religious Affairs.

7.   The affairs of the Congregation shall be conducted by an Executive and Board of Management (Board) of twelve members who shall serve one year.  There shall also be elected a Chairman and Treaurer from among those elected as Board members who shall likewise serve for one year.  Said elections shall be carried out in accordance with Rules 15-26.        

Should the number of elected Board fall below nine, or should a vacancy occur in the office of Chairman or Treasurer, a Special General Meeting shall be convened by resolution of the Board for the purpose of filling the vacancy or vacancies, but no vacancies need be filled if they occur within three months before the Annual General Meeting.    

8.   The Executive shall consist of the Chairman, Treasurer, Secretary and 3 Portfolio Convenors one of whom will be Vice-Chairman.        

The office of Chairman and Treasurer shall not be held by any one person for more than four consecutive years.  

The Wardens shall be ex-officio members of the Board with the right to vote. The Wardens will officiate on the bimah during Services.

There may be in the Congregation an Honorary Life President and Honorary Life Vice Presidents.  A vacancy in either of these offices may be filled at any Annual General Meeting of the Congregation on the unanimous recommendation of the Board.

Any person so recommended shall have given meritorious service to the Congregation as a member of the Council/Board of the Synagogue.

There may be in the Congregation one or more Honorary Vice Presidents to a maximum of three persons.  These three persons will have been the latest incumbents in reverse chronological order of the office of President/Chairman.    

9.   The Board shall administer the affairs of the Congregation and may make byelaws to regulate its proceedings.

10.  All Board meetings shall be convened by the Secretary on the instruction of the Chairman or, in his or her absence, the Vice-Chairman. All decisions shall be determined by a majority of the votes cast.

All financial matters will be managed by the Treasurer. The remaining affairs of the EHC shall be administered through three Portfolios viz:

Religious Affairs

Buildings

Community and Welfare

which will be headed by Convenors all of whom will be members of the Executive and Board. Each Convenor may set up Sub-Committees to assist with a particular Portfolio. The Treasurer and the three Portfolio Convenors shall each be an ex officio member of any Sub-Committees they establish.

There shall be three Standing Associate Committees/Sub Committees viz:

The Community Centre Committee

The Education Committee

The Yom Kippur Appeal Committee.

11. The Secretary shall attend all meetings of the Congregation, conduct all correspondence and keep a Minutes Book.

He/She shall issue all notices of meetings by instruction of the Chairman whom failing the Vice Chairman, and attend generally to the whole of the Secretarial business of the Congregation.

ALLOCATION OF SEATS

12. The management and allocation of seats in the Synagogue shall be under the control of the Board, who may appoint a seat allocation committee, the convener of which shall be the Secretary of the Congregation or such person as may be appointed by the Board.  If any person objects to any of the committee's decisions, he may appeal to the Board, who shall investigate and decide upon such appeal and the Board's decision shall be final.

13. No seat in the Synagogue shall be occupied without the approval of the Executive by any person other than the person to whom it has been allotted. Seats allotted to members may not be changed without the member's consent.

14. The Board shall have the power to allot temporary seats to such persons and on such conditions as they may consider proper.

MEETINGS

15. The Annual General Meeting of the Congregation shall take place within six months after the end of the financial year as stated in Law 36. The business of the meeting shall be:

1          Minutes of the last Annual General Meeting

2          Nomination(s) for Hon Vice President(s)

3          Nominations for wardens

4          Nominations for membership of the Board of Management

5          Report of Proceedings of  the Board of Management

6          Treasurer's Report and adoption of accounts

7          Election of Hon Vice Presidents

8          Election of two wardens

9          Election of twelve members of the Board

10        Election of Chairman and Treasurer

11        Election of members of the Community Centre Committee

12        Appointment of Auditor

13        Recommendations by the Board

14        Notices of Motion

15        Any other competent business

16. A candidate for election to Board must have been a member of the Congregation for not less than two consecutive years immediately preceding his or her nomination.

No candidate shall be nominated without his or her approval and no person who is not present at the meeting shall be nominated unless he or she has expressed his or her approval in writing.

17. Prior to each AGM nominations shall be sought for the Board of Management. At the AGM no further nominations for the Board will be accepted. The Board will contain a maximum of 12 members.

In the election of the twelve members of the Board, ballot papers, to be valid, must have a voting mark against at least six but not more than twelve names from the list of those nominated.

18. A candidate for the office of Chairman or Treasurer must have previously served on the Council/Board for not less than two years while candidates for the office of Portfolio Convenors must have previously served on the Council/Board for not less than one year.

19. At the first Board meeting after the AGM, the Chairman and Treasurer shall appoint the three Portfolio Convenors and the Secretary. A member of the Executive shall also be appointed as Vice Chairman. These appointments shall be ratified by the Board of Management .

20. Any member of the Board not attending without reasonable cause a minimum of half the number of the Board meetings held during the year shall not be eligible for re-election for the following year.

21. A notice calling the Annual General Meeting shall be issued to members and junior members not less than twenty-one days prior to the date of the meeting. Such notice shall include any recommendation which the Board propose to put before the meeting.

Any motion which a member intends to propose at the Annual General Meeting, other than one which arises out of the business of the meeting, shall be notified in writing to the Secretary not less than fourteen days prior to the meeting.  Such notice of motion shall be laid before the Board who shall decide on its competency.  The Secretary shall give notice to members of all competent notices of motion prior to the Annual General Meeting.

22. Without prejudice to Law 56 twenty-one members shall form a quorum at all general meetings and seven at meetings of the Board.  Should, however, the number present fall below a quorum at any time during any of such meetings, and providing that such number does not fall below fifteen in the case of general meetings and five at Board meetings, the business of the meeting may nevertheless continue to be carried on, and any resolutions which may be adopted shall have full force and effect.

23. Where the Board resolve that a Special General Meeting shall be held for any purpose or purposes the Secretary shall convene such meeting for whatever date the Board determine.  The Secretary shall also convene a Special General Meeting on a requisition signed by at least twenty-one members of the Congregation.  The object or objects for which such a meeting is requisitioned must be in accordance with the constitution of the Congregation.  Meetings so requisitioned shall be called within twenty-one days of the requisition being presented to the Secretary.  The nature of the business at any special general meeting shall be specifically stated on the notice calling the same, and no other business shall be competent at the meeting.

24. If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting if convened by or upon the requisition of the members shall be dissolved.  In any other case it shall stand adjourned to some place and day in the next twenty-one days to be appointed by the Chairman.  At any such adjourned meeting the members present and entitled to vote, whatever their number, shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place if a quorum had been present.

25. The Chairman or, in his/her absence, the Vice-Chairman shall preside at all meetings.  In the absence of both, the meeting shall elect one of their number to take the chair with the powers of Chairman.

26. Without prejudice to Law 56 decisions at all general meetings of the Congregation shall be determined by a majority of the votes cast, except in the following cases when the decision must be approved by two-thirds of the votes cast:

(1)      For the amendment or repeal of the Constitution.

(2)      For permission to discuss a motion substantially the same in effect as a motion previously disposed of in the same year.

(3)      For suspension of a member under Law 29.

(4)      For suspension of standing orders.

(5)      For setting aside the Chairman's ruling under Law 32.

(6)      For suspension of an official of the Congregation.

(7)      For matters relating to the sale or purchase of all or part of the Congregation's property

27. During a discussion no member shall have the right to speak oftener than once, except by permission of the Chairman.  Any member moving a resolution shall have the right of reply, and shall be called on to exercise this right immediately before the vote is taken on that resolution.

28. Every motion and amendment must be seconded, the seconder, provided he has only formally seconded, having the right to speak in the course of the debate.

29. Should any person disobey the ruling of the chair at a meeting, it shall be in the power of the Chairman or any member to move his suspension, and if the motion be duly seconded, the Chairman shall put it without debate, and should a majority vote for suspension as stated in Law 24, the member so suspended must at once leave the meeting.

30. All votes at general meetings shall be taken by ballot unless the meeting, with the consent of the proposer of any motion which is to be voted on shall determine otherwise.

31. When the Chairman considers that any business has been sufficiently discussed he or she shall propose that no further discussion shall take place on it.  This proposal shall then be immediately voted on and if approved the business shall not be further discussed and where appropriate shall be forthwith put to the vote.

32. The Chairman's ruling shall be final on all matters, unless a motion setting it aside shall be carried by a majority as stated in Law 26, such motion to be spoken to only by the member moving it, and to be put without further discussion.

33.The Chairman shall, in addition to a deliberative, have a casting vote.  The declaration by the Chairman of the result of any voting shall be final.

34. The Board shall be summoned by order of the Chairman, or in his or her absence the Vice-Chairman, as frequently as may be necessary, but at intervals of not more than three months.  All business, except routine, shall be stated on the notice convening the meeting.

35. The Chairman shall convene a Board meeting on a requisition signed by at least five members of the Board.

FINANCE

36. The financial year of the Congregation shall end annually on the thirty-first day of December.

37. The financial statement, duly audited in accordance with Law 38, together with a draft of the annual report, shall be submitted to the Board at least fourteen days prior to the Annual General Meeting.

38. The books and accounts of the Congregation shall be audited by a Chartered Accountant appointed by the Board - such appointment to be confirmed at the Annual General Meeting.

39. No item of extraordinary expenditure exceeding the sum of £3000 (Three Thousand Pounds) shall be authorised by the Board without the approval of the General body of members.  No item of extraordinary expenditure exceeding the sum of £500 (Five hundred pounds) shall be incurred by the Treasurer without the approval of the Board.  Surplus funds exceeding £50 in the hands of the Treasurer shall be lodged in the bank.

All income secured by the Congregation shall be used for the purpose of furthering the objects of the Congregation and no other purpose.

40. The Synagogue account at the bank shall be kept in the name of the Edinburgh Hebrew Congregation, and the signatures of any two of the Chairman, Treasurer and Secretary shall be necessary to all cheques over £300.00.

41. All heritable and moveable property of the Congregation shall be insured against fire, etc. with such office, and for such sums, as the Board may determine.

42. The inventory of the effects of the Congregation shall be checked annually.

TRUSTEES

43. The number of Trustees shall be not less than seven nor more than ten.

44. The Trustees shall be vested with the whole powers, privileges and immunities, and be subject to all the limitations and restrictions which from time to time gratuitous trustees have, or may be subject to, under statute and common law of Scotland.

45. All title deeds and invested funds of the Congregation shall be vested in the Trustees, who must be members of the Congregation and residents of the city.  They shall have possession of same, and place them in the care of the Congregation's solicitor or bankers for safe custody.

46. In matters relating to the Congregational property vested in the Trustees, they shall be entitled to sue in that capacity for behoof of the Congregation.  In other matters the Congregation may sue in the name of the Chairman, Treasurer and Secretary.       

47. A Trustee shall cease to hold that office on his removal from the city or withdrawal from the Congregation, or on acting in a manner detrimental to the interests of the Congregation.

48. The present Trustees of the Congregation are:

49. Should a Trustee discontinue his membership of the Congregation, or his residence in the City of Edinburgh, he shall, ipso facto, thereupon cease to hold office as a Trustee.

50. Should any vacancies occur these shall be filled up by the members of the Congregation at a General Meeting.  No vacancies, however, shall be filled up unless and until the number falls below seven.

SERVICES

51. The Services and prayers and all matters pertaining to the ritual and ceremonial of the Jewish Faith shall be conducted according to the manner of The United Hebrew Congregations of Britain and the Commonwealth.

52. The order of precedence in presiding at the Reading of the Law shall be as follows:

(a)          Senior Warden

(b)          Junior Warden

(c)          Whomsoever delegated by the Board, or through the Board by the Wardens

53. The honours of 'Alioth' and 'Mitzvoth' shall be apportioned by the Religious Affairs Convenor who may delegate the duties to the Wardens.

54. The honours of Chosan Torah and Chosan Bereshith shall be conferred by the Chairman and Religious Affairs Convenor prior to the Festival of Tabernacles.

MINISTER AND OFFICIALS

55. The minister and other officials shall attend all services. They shall, if required, instruct the Hebrew and religion classes of the Congregation, and shall perform all other duties appropriate to their respective offices under the direction of the Board.  They shall not take part in any service of any other congregation or undertake any duties outwith the service of the Congregation without the authority of the Board.

56. A paid official of the Congregation may only be dismissed from his office after the Board has followed statutory disciplinary procedures and a motion for dismissal is then ratified at a Special General Meeting called for that purpose.  Not less than thirty members shall be present at the time the voting takes place, the vote shall be taken by ballot, and the motion shall require the approval of two-thirds of the votes cast.

MARRIAGES

57. Applications for the celebration of marriages must be made in writing to the minister by the intending bridegroom at least twenty-one days prior to the date of solemnisation of the marriage.  Fees for marriage shall be fixed by the Board.

REPEAL