ב״ה
ABOUT THE NEW INCORPORATED BHHC
Welcome to the incorporated Brighton & Hove Hebrew Congregation
David Seidel, a member of the Board of Directors, will give a short presentation at the AGM about our incorporation. He will be pleased to answer any questions which you may have. In the meantime, we hope that the following Questions & Answers will be of assistance.
Why was the Congregation incorporated?
To limit the liability of members, and to update and bring our Constitution in line with modern Charity and Company Law.
Whilst BHHC was unincorporated, all of us were potentially liable for any claims made against the Congregation. Now that we have incorporated, BHHC is a separate legal entity, and the maximum liability any of us as members is limited to £1 each if the Congregation were ever to be unable to pay all its debts.
Also, Charity Law continues to evolve at a fast pace, and incorporation has enabled us to take advantage of some more efficient procedures than were previously available to us.
How is BHHC now formed?
We are now a “company limited by guarantee”, registered at Companies House under company number 5842863. We are also registered as a charity under number 1115092 by the Charity Commission.
What has happened to the old Constitution?
The old Constitution has been replaced by the new Memorandum & Articles of Association (the “Mem & Arts”), which set out:
• the Congregation’s charitable objects and how they can be attained
• who can be members
• who can be directors/trustees of the Board
• procedures for meetings.
The Mem & Arts are based upon the old Constitution but is not exactly the same.
Where can I get a copy of the new Mem & Arts?
You can print them out from this page or ask the Office to post them to you BUT to help us with our cost control, please provide us with a stamp-addressed envelope for the purpose.
Who can be Members?
There are four categories of membership in the Congregation, namely:
• Individual Members
• Family Members
• Associate Members (country members)
• Student Members (unmarried, under 25 and in post-secondary education)
Like the old Constitution, all members have to be Jewish according to Halachah.
Who manages the Congregation?
The incorporated BHHC is managed by a Board of Directors. The Directors have the same responsibilities under Charity Law as the former Board of Management.
Who sits on the Board?
The Board is made up of between 6 and 20 Directors who are elected by the Members at the Annual General Meeting.
Generally, Directors are elected for 2-year terms. However, just for this AGM, one half are only going to be able to sit for one year (they can be re-elected). This means that, from next year, one half of the Board will have sat on the previous Board. This will make for continuity, and complies with the Charity Commission’s recommended best practice
Are there still Honorary Officers?
Yes, but the Honorary Officers (Chairman, Secretary, Treasurer, Warden/s) will not be elected by the Members, but appointed by the Board by the Directors. This is in accordance with certain provisions under the Companies Acts where members elect the Directors and the Directors appoint the Officers.
Do we still need to elect Trustees?
Under Charity Law, the Directors are the trustees of the Congregation.
In the past, BHHC had specifically named Trustees. These people held the title to the Congregation’s properties (e.g. New Church Road, Middle Street) because an unincorporated association cannot not hold property in its own right. However, an incorporated charity can. The Board is now in the process of transferring the properties into the name of the new company. When that has been completed, there will be no need for the old-style Trustees.
Who can be a Director of the Board?
Any Member can run for election on the Board provided that he or she:
• is 18 years old or older;
• has been a Member of the Congregation for a minimum of 1 year prior to election;
• has been nominated in accordance with the rules of the Congregation;
• is not in arrears of membership dues for more than 6 months; and
• has not been legally disqualified from being a Director for any reason.
Are the new procedures for AGM’s and EGM’s the same as before?
Not completely. The new meeting procedures comply with minimum requirements of the Companies Acts. These rules are more efficient for managing the Congregation. For example, annual general meetings can now called by giving 21 days’ notice.
Twenty (20) members are still required for a quorum.
Each member still has one vote; however, members who are in arrears of dues for more than 6 months will be unable to vote.
Where can I get more information about this?
Just write to the Office or contact us. We will reply as soon as we can.
How does incorporation affect my FES rights?
It doesn’t.
Do I need to do anything?
Yes, stay healthy PG because we need you.
Oh, and if you have filed a Gift Aid Declaration in the past, please send us an updated one when we write to you again shortly because we want to obtain the tax benefit in relation to your donations.
David Seidel & Keith Davis
1st Av 5766
26th July 2006