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Company No: 5842863

Charity No: 1115092

THE COMPANIES ACT 1985 AND 1989

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COMPANY LIMITED BY GUARANTEE AND

NOT HAVING A SHARE CAPITAL

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MEMORANDUM

AND

ARTICLES OF ASSOCIATION

BRIGHTON & HOVE HEBREW CONGREGATION

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Incorporated on 9 June 2006

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CONSOLIDATED TO INCLUDE AMENDMENT OF 12 JUNE 2006.

THE COMPANIES ACTS 1985 AND 1989

COMPANY LIMITED BY GUARANTEE AND

NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

BRIGHTON & HOVE HEBREW CONGREGATION

1. The company's name is Brighton & Hove Hebrew Congregation (and in this document it is called the “Congregation").

2. The Congregation’s registered office is to be situated in England.

3. The objects for which the Congregation is established are for the advancement of the orthodox Jewish religion generally and in particular to provide facilities for: (a) advancing any and all observances of the Jewish religion in accordance with the rituals and customs recognised by the Court of the Chief Rabbi in London (b) the advancement of education in the Jewish religion.

4. In furtherance of the objects set out above but not otherwise the Congregation may exercise the following powers:

(1) to provide or cause to be provided one or more synagogues for the conducting of daily, Sabbath and Festival religious services;

(2) to provide or cause to be provided classes for Jewish education and/or religious instruction ;

(3) to establish, cause to be established or provide representation to any Kashruth Committee for the City of Brighton and Hove;

(4) to provide or cause to be provided facilities for the burial of the Jewish dead;

(5) to accept any gifts, endowments, legacies, bequests, devises, subscriptions, grants, loans or contributions of any other kind of money or property of any kind including contributions subject to special trusts or conditions, provided that in relation to any contributions subject to any special trusts or conditions the Congregation shall hold and apply the same in accordance with the trusts and conditions on which they were transferred and shall only deal with or invest the same in such manner allowed by law, having regard to such trusts;

(6) subject to any direction to the contrary received from the Congregation, the Board is vested with the power to refuse or waive the Congregation’s entitlement to any donation, legacy or bequest of any property to or for the benefit of the Congregation (“Gift”) to the extent that the Board, in its discretion, deems appropriate where, acting reasonably, determines that:

(a) the acceptance of the Gift would or would likely impair the goodwill of the Congregation;

(b) the Gift would create additional obligations for the Congregation such that in the acceptance of the Gift the discharge of such additional obligations would:

(1) be contrary to the objects of the Congregation;

(2) be contrary to the powers of the Congregation; or,

(3) place an undue burden on the Congregation’s ability to pursue its objects,

or,

(7) to raise funds for the Congregation by personal or written appeals (whether periodical or occasional), public meetings or otherwise as may from time to time be deemed expedient, provided that in raising funds the Congregation shall not undertake or carry out any trading activities unless authorised by this Memorandum of Association or by law to do so;

(8) to carry out trade insofar as either (a) the trade is exercised in the course of carrying out the objects of the Congregation or (b) the trade is temporary and ancillary to the carrying out of the objects of the Congregation;

(9) to operate bank accounts in the name of the Congregation and to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments;

(10) to invest any monies of the Congregation not immediately required for its purposes in or upon such investments, securities or property of any other kind and situated anywhere in the world whether involving liabilities or producing income or not as may be thought fit subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and, ancillary to this power, to enter into arrangements, after taking proper advice, with a view to mitigating loss to or protecting the value of the Congregation’s portfolio or facilitating transactions in securities in any part of the world but so that the Congregation shall not enter into any transaction of a speculative or hazardous nature;

(11) to make grants and loans whether out of income or capital and upon such terms and conditions (if any) as to interest, repayment, security or otherwise and to guarantee money or to use the assets of the Congregation as security for the performance of contracts entered into by any person, association, company, local authority, administrative or governmental agency or public body as may be thought fit, provided that when making any loan the Congregation shall ensure that the terms of such loan also comply, whether implicitly or explicitly, with the requirements of Halacha;

(12) to organise or make grants towards the cost of others organising meetings, lectures, conferences, broadcasts or courses of instruction;

(13) to produce, publish and distribute (whether gratuitously or not) or to make grants towards the cost of others producing, publishing or distributing material in any form including books, pamphlets, reports, journals, films, tapes, video tapes, electronic media or programmes that may be deemed desirable for the promotion of the objects of the Congregation or for the purpose of informing contributors and others of the needs or progress of the Congregation;

(14) to buy, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges (either alone or jointly with others) which the Congregation may think necessary for the promotion of its objects and to maintain, manage, construct and alter any buildings or erections and to equip and fit out any property and buildings for use;

(15) to make planning applications, applications for consent under bye-laws or building regulations and other like applications;

(16) subject to such consents as may be required by law to sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Congregation;

(17) to insure the property of the Congregation against any foreseeable risk and take out other insurance policies to protect the Congregation when required;

(18) subject to such consents as may be required by law to borrow or raise money for the purposes of the Congregation on such terms and on such security (if any) as may be thought fit;

(19) to employ, engage or retain the services of such persons as may be necessary or desirable for the attainment of the objects of the Congregation on such terms as may be thought fit and to make all reasonable provisions for the payment of pensions and superannuation to employees, their families and other dependents;

(20) to delegate upon such terms and at such reasonable remuneration as the Congregation may think fit to professional investment managers ("the Managers") the exercise of all or any of its powers of investment provided always that:

(a) the Managers shall be authorised to carry on investment business under the provisions of the Financial Services Act 1986 or the Financial Services and Markets Act 2000 as amended from time to time or any legislation enacted in substitution therefor;

(b) the delegated powers shall be exercisable only within clear policy guidelines drawn up in advance by the Congregation;

(c) the Managers shall be under a duty to report promptly to the Congregation any exercise of the delegated powers and in particular to report every transaction carried out by the Managers to the Congregation within fourteen (14) days and to report regularly on the performance of investments managed by them;

(d) the Congregation shall be entitled at any time to review, alter or terminate the delegation or the terms thereof;

(e) the Congregation shall be bound to review the arrangements for delegation at intervals not (in the absence of special reasons) exceeding twelve (12) months but so that any failure by the Congregation to undertake such reviews within the period of twelve (12) months shall not invalidate the delegation;

(f) the Congregation shall be liable for any failure to take reasonable care in choosing the Managers; fixing or enforcing the terms upon which the Managers are employed; requiring the remedy of any breaches of those terms and otherwise supervising the Managers but otherwise shall not be liable for any acts and defaults of the Managers;

(20) to permit any investments belonging to the Congregation to be held in the name of any bank or company as nominee for the Congregation and to pay any such nominee reasonable and proper remuneration for acting as such;

(21) to pay out of the funds of the Congregation the cost of any premium in respect of any insurance or indemnity to cover liability of the Board or any Trustee (as defined in the Articles of Association of the Congregation) which by virtue of any rule of law would otherwise attach to them, in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Congregation provided that any such insurance or indemnity shall not extend to any claim arising from criminal or wilful or deliberate neglect or default on the part of the Board (or any Trustee) and provided also that any such insurance shall not extend to the costs of an unsuccessful defence to a criminal prosecution brought against the Trustees in their capacity as trustees of the Congregation;

(22) to establish charitable trusts for any charitable purpose or purposes in any way connected with the objects of the Congregation, to act as trustees of any charitable trust whether established by the Congregation or otherwise and generally to undertake and execute any charitable trust which may lawfully be undertaken by the Congregation and may be conducive to its objects;

(23) to establish and support or aid in the establishment and support of any charitable companies, associations or institutions in any way connected with the purposes of the Congregation or calculated to further its objects;

(24) to co operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects of the Congregation or similar charitable purposes and to exchange information and advice with them;

(25) to amalgamate with, acquire the assets of or in any other way to merge with any organisation which is charitable at law and has objects altogether or mainly similar to those of the Congregation;

(26) either alone or jointly with others, to establish and control one or more companies to assist or act as agents for the Congregation;

(27) to the extent permitted by charity law, to campaign or to support campaigns on any matter relevant to the objects of the Congregation provided that such campaigns shall not comprise a substantial part of the Congregation’s activities;

(28) to pay out of the funds of the Congregation the costs, charges and expenses of and incidental to the formation and registration of the Congregation;

(29) to do all such other lawful things as shall further the attainment of the objects of the Congregation or any of them.

5. The income and property of the Congregation shall be applied solely towards the promotion of the objects as set forth in this Memorandum of Association and no part shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to members of the Congregation and no Trustee (as defined in the Articles of Association of the Congregation) shall be appointed to any office of the Congregation paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Congregation: Provided that nothing in this document shall prevent any payment in good faith by the Congregation:

(1) of the usual professional charges for business done by any Trustee who is a solicitor, accountant, researcher or other person engaged in a business, vocation or profession, or by any partner of his or hers, when instructed by the Congregation to act in a professional capacity on its behalf: Provided that at no time shall a majority of the Board benefit under this provision and that a Trustee shall withdraw from any meeting at which his or her appointment or remuneration, or that of his or her partner, is under discussion;

(2) of reasonable and proper remuneration for any services rendered to the Congregation by any member, officer or servant who is not a Trustee;

(3) of fees, remuneration or other benefit in money or money's worth to any company of which a Trustee may also be a member holding not more than one per cent (1%) of the issued capital of that company;

(4) of reasonable and proper rent for premises demised or let by any member of the Congregation or a Trustee;

(5) to any Trustee of reasonable out of pocket expenses;

(6) of reasonable and proper premiums in respect of Trustee Indemnity Insurance, effected in accordance with Clause 4(21) above;

(7) made with the prior consent of the Charity Commission for England and Wales.

6. The liability of the members is limited.

7. Every Member (as defined in the Articles of Association of the Congregation) undertakes to contribute such amount as may be required (not exceeding One (£1) Pound Sterling or the equivalent in Euros) to the Congregation's assets if it should be wound up while he or she is a Member or within one year afterwards, for payment of the Congregation's debts and liabilities contracted before he or she ceases to be a Member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributors among themselves.

8. If the Congregation is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any money or property it shall not be paid to or distributed among the members of the Congregation, but shall be given or transferred to some other charity or charities having objects similar to or including the objects of the Congregation; and which prohibits the distribution of its or their income and property to an extent at least as great as is imposed on the Congregation by Clause 5 above, chosen by the Members at or before the time of dissolution and if that cannot be done then to some other charitable object.

We, the persons whose names and addresses are written below, wish to be formed into a company under this Memorandum of Association.

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Signatures, Names and Addresses of Subscribers

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Name:

Address:

Witness

Name:

Address:

Name:

Address:

Witness

Name:

Address:

Name:

Address:

Witness

Name:

Address:

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Dated: 2006

THE COMPANIES ACTS 1985 AND 1989

_______________________________________

COMPANY LIMITED BY GUARANTEE AND

NOT HAVING A SHARE CAPITAL

________________________________________

ARTICLES OF ASSOCIATION

BRIGHTON & HOVE HEBREW CONGREGATION

INTERPRETATION

1. In these Articles and the Memorandum:

"Act" means the Companies Act 1985 including any statutory modification or re enactment thereof for the time being in force;

"Articles" means these Articles of Association of the Congregation together with all regulations of the Congregation in force from time to time;

“Associate Member” means all persons applying for membership in the Congregation pursuant to Article 7 and admitted as Associate Members as defined in Article 6;

"Board" means the boards of directors (called "Trustees") of the Congregation acting from time to time;

"Chairman" means the Chairman of the Board;

"clear days" in relation to the period of a notice means the period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

“Committee” means any committee of the Congregation constituted in accordance with Article 67;

"Congregation" means Brighton & Hove Hebrew Congregation;

“Family Member” means all persons applying for membership in the Congregation pursuant to Article 7 and admitted as Family Members as defined in Article 4.

"executed" includes any mode of execution;

“Halacha” means Jewish law;

“Honorary Officers” means, in order of seniority:-

(a) the Honorary Chairman,

(b) the Honorary Treasurer,

(d) the Honorary Secretary,

(e) the Assistant Honorary Secretary (if any),

(f) the Assistant Honorary Treasurer (if any)

"Honorary Secretary" means the company secretary of the Congregation or any other person appointed to perform the duties of the company secretary of the Congregation;

“Individual Member” means all persons applying for membership in the Congregation pursuant to Article 7 and admitted as Individual Members as defined by Article 3;

"Members" means all of the persons admitted as Individual Members, Family Members, Student Members and Associate Members of the Congregation from time to time;

“Membership Fees” means annual membership dues payable by Members in accordance with Article 8;

"Memorandum" means the Memorandum of Association of the Congregation;

"month" means a calendar month;

"Office" means the registered office of the Congregation;

"seal" means the common seal of the Congregation if it has one;

“Student Member” means all persons applying for membership in the Congregation pursuant to Article 7 and admitted as Youth Members as defined in Article 5.

"Subscribers" means the persons subscribing to the Memorandum and Articles;

"Trustee" means a director of the Congregation;

"the United Kingdom" means Great Britain and Northern Ireland.

Words importing the singular number only shall include the plural number and vice versa words importing the one gender shall include all genders and words importing persons shall include corporations unless the context requires otherwise. References to any act shall include any statutory modification or re-enactment thereof for the time being in force.

Subject to the preceding provisions of this Article and unless the context requires otherwise, words or expressions defined in the Act (but excluding any statutory modification thereof not in force on the date on which these Articles become binding on the Congregation) shall bear the same meaning in the Articles.

MEMBERS

2. Every Member of the Congregation shall be an Individual Member, Family Member, Associate Member, Youth Member or Honorary Member of the Congregation. All classes of membership in the Congregation are equal except as set out in these Articles. There shall be no maximum number of Individual Members, Family Members, Associate Members and Youth Members of the Congregation. The first Members of the Congregation shall be the Subscribers each of whom shall be an Individual Member and whose terms of membership shall be determined in accordance with these Articles. For the sake of clarity, companies, organisations and other entities, whether incorporated or otherwise, shall not be eligible for membership in the Company.

3. The following persons of the Jewish faith shall be eligible for membership in the Congregation as an Individual Member:

(a) a person of Jewish parentage – i.e. any person whose mother is or was Jewish; or

(b) a person or person’s mother whose conversion to Judaism is recognised by the Court of the Chief Rabbi in London.

4. The following persons shall be eligible for membership in the Congregation as a Family Member:

(a) two married persons who are husband and wife and whose marriage is recognised by the Court of the Chief Rabbi in London; and

(b) both of whom are individually eligible as Individual Members of the Congregation,

provided that for the purposes of these Articles, a husband and wife comprising a Family Member shall each be deemed to be Individual Members of the Congregation;

5. The following persons shall be eligible for membership in the Congregation as a Student Member:

(a) a person has attained the age of (18) years but has not attained the age of twenty-five (25) years;

(b) a person who is enrolled and attending post-secondary education on either a full-time or part-time basis;

(c) a person who is otherwise eligible as Individual Members of the Congregation but not required to be an Individual Member of the Congregation according to Halacha .

6. Any person who is eligible for membership as an Individual Member but when applying for membership in the Congregation states that he is a member of another synagogue which he considers his primary place of worship shall be eligible for membership in the Congregation as an Associate Member.

7. Any applicant for membership in the Congregation shall become a member of the Congregation upon:

(a) applying to the Secretary of the Congregation in writing, which application shall state which class of membership in the Congregation is sought;

(b) payment of annual membership dues for the class of membership sought; and

8. All Members shall pay annual Membership Fees in such amounts and at such time or times as determined by the Board from time to time.

9. The Board may, by resolution, reduce the amount of or waive the payment of annual Membership Fees by any Member of the Congregation if the Board is of the view that the payment of the full amount of such annual Membership Fees would cause financial hardship to such member.

10. Membership shall not be transferable.

11. A Member shall cease to be a Member:

(a) on death, provided that in relation to any Family Member and upon the death of a spouse, the deceased spouse shall cease to be a Member and the surviving spouse’s shall continue to be an Individual Member of the Congregation in accordance with the terms of these Articles;

(b) if on one month’s written notice to the Secretary that the Member resign and the Member is deemed to have resigned on the date one (1) month from the date when the letter of resignation is received at the Office; or

(c) if any payment of membership fees assessed pursuant to Article 8 remains unpaid for more than one (1) year following the date on which the notice of the assessment is mailed to the Member; or

(d) by a vote of the Members passed by a majority of not less than three-quarters of the Members present and voting at the General Meeting at which the matter is considered. A resolution to determine a Member's membership of the Congregation shall not be passed unless the Member has been given not less than fourteen days' notice in writing of the meeting at which the matter is to be considered and has been afforded a reasonable opportunity of being heard by or of making a written representation to the Members prior to their voting the resolution.

RIGHTS AND PRIVILEGES OF MEMBERSHIP

12. Members shall be entitled to any and all privileges related to religious observance as the Board may, by regulation, determine from time to time.

13. Individual Members and Family Members shall be entitled to receive notice of, attend, participate and vote at all General Meetings of the Congregation.

14. Associate Members and Youth Members shall be entitled to receive notice of, attend and participate at all General Meetings of the Congregation but shall not be entitled to vote at such General Meetings.

15. The rights and privileges of Members set out in Articles 12 through 14, inclusive, shall be suspended for any Member whose payment of Membership Fees are in arrears for no less than six (6) months.

GENERAL MEETINGS

16. The first Annual General Meeting of the Congregation shall be held at such time not being more than eighteen months after the incorporation of the Congregation and at such place as the Board may determine.

17. Subject to Article 16, the Congregation shall in each year hold an Annual General Meeting in addition to any other General Meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Congregation and that of the next. Annual General Meetings shall be held at such times and places as the Board shall determine.

18. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings. The Board may call General Meetings and, on the requisition of Members in accordance with the provisions of the Act, shall within twenty-one (21) days from the date of the deposit of the requisition convene an Extraordinary General Meeting for a date not later than twenty-eight (28) days after the date of the notice.

19. If there are not within the United Kingdom sufficient Trustees to convene a General Meeting, any Trustee or any Member may convene a General Meeting.

NOTICE OF GENERAL MEETINGS

20. An Annual General Meeting and an Extraordinary General Meeting called for the passing of a Special Resolution shall be called by at least twenty-one (21) days' notice. All other Extraordinary General Meetings shall be called by at least fourteen (14) days' notice but a General Meeting may be called by shorter notice if it is so agreed;

(1) in the case of an Annual General Meeting, by all the voting Members; and

(2) in the case of any other meeting by a majority in number of Members, being a majority together holding not less than ninety-five (95%) per cent of the total voting rights at that meeting of all the Members.

21. The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an Annual General Meeting, shall specify the meeting as such. The notice shall be given to all Members for the time being and the Auditors.

PROCEEDINGS AT GENERAL MEETINGS

22. No business shall be transacted at any General Meeting unless a quorum is present. Twenty (20) persons entitled to vote upon the business to be transacted shall constitute a quorum.

23. If a quorum is not present within fifteen (15) minutes from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to such time and place as the Board may determine.

24. The Chairman shall preside as chairman of the meeting. If the Chairman is absent and/or unable and/or unwilling to preside at the meeting, then the Trustees present shall choose one of the Trustees present to preside as chairman of the Meeting. If no Trustee is present or if all of the Trustees present are unable or unwilling to preside at the meeting, then the Members present shall choose one of their number to preside as chairman of the meeting.

25. The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, provided that no business shall be transacted at any adjourned meeting other than business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for fourteen days or more, at least seven clear days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.

26. 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 secret ballot is duly demanded. Subject to the provisions of the Act, a secret ballot may be demanded:

(a) by the chairman of the meeting; or

(b) by at least five Members entitled to vote and who are present at the meeting in person.

27. Unless a secret ballot is duly demanded a declaration by the chairman of the meeting that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

28. The demand for a secret ballot may be withdrawn, before the secret ballot is taken, but only with the consent of the chairman of the meeting. The withdrawal of a demand for a secret ballot shall not invalidate the result of a show of hands declared before the demand for the secret ballot was made.

29. A secret ballot shall be taken as the chairman of the meeting directs and he may appoint one or more scrutineers (who need not be Members) and fix a time and place for declaring the results of the secret ballot. The result of the secret ballot shall be deemed to be the resolution of the meeting at which the secret ballot is demanded.

30. A secret ballot demanded on the election of a chairman or on a question of adjournment shall be taken immediately. A secret ballot demanded on any other question shall be taken either immediately or at such time and place as the chairman directs. The demand for a secret ballot shall not prevent continuance of a meeting for the transaction of any business other than the question on which the secret ballot is demanded. If a secret ballot is demanded before the declaration of the results of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

31. In the case of an equality of votes, whether on a show of hands or on a secret ballot, the chairman shall be entitled to a casting vote in addition to any other vote he may have.

32. Subject to the provisions of the Act a resolution in writing signed by all the Members for the time being entitled to receive notice of and to attend and vote at any General Meetings shall be as valid and effective as if the same had been passed at a meeting of the Congregation convened and held.

VOTES OF MEMBERS

33. Every voting Member shall have one (1) vote.

34. No member shall be entitled to vote on any manner in which he is personally interested and a Member shall only be entitled to participate in a debate on such a matter with the permission of the majority of the persons present and voting.

35. No Member shall be entitled to appoint another person (whether a Member or not) as his proxy to attend and vote (by a show of hands or secret ballot) in his place.

36. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

THE BOARD

37. The Trustees shall be the charity trustees of the Congregation. Every Trustee shall sign a declaration of willingness to act as a charity trustee of the Congregation (in such form as the Board shall specify).

38. The Board shall be comprised of between six (6) and twenty (20) Trustees, all of whom shall be voting Members of the Congregation.

39. The Subscribers are the first Trustees. Future Trustees shall be appointed as provided subsequently in the Articles by the Members in General Meeting in accordance with such procedures as the Board shall determine.

40. Except to the extent permitted by Clause 5 of the Memorandum, no Trustee shall take or hold any interest in property belonging to the Congregation or receive remuneration or be interested otherwise than as a Trustee in any other contract to which the Congregation is a party.

41. The Trustees may be paid all reasonable travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of the Board (or its Committees) or General Meetings or otherwise in connection with the discharge of their duties, but shall otherwise be paid no remuneration (save as permitted by Clause 5 of the Memorandum).

POWERS OF THE BOARD

42. Subject to the provisions of the Act, the Memorandum and the Articles and to any directions given by Special Resolution, the affairs of the Congregation shall be managed by the Board. The Board may exercise all the powers of the Congregation and do or procure to be done on behalf of the Congregation all such acts as may be exercised and done by the Congregation and are not by statute or by these presents required to be exercised by the Congregation in General Meeting. No alteration to the Memorandum or the Articles and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Board by the Articles and a meeting of the Board at which a quorum is present may exercise all the powers exercisable by the Board.

43. The Board may, by power of attorney or otherwise, appoint any person to be the agent of the Congregation for such purposes and on such conditions as they determine.

44. The Board shall have power from time to time to make such regulations as it may deem necessary or expedient or convenient for the proper conduct and management of the Congregation and the affairs thereof including:

(1) as to conditions of membership and the rights and privileges of Members other than those rights and privileges prescribed by these Articles;

(2) as to the duties of any officers or employees of the Congregation;

(3) as to the conduct of the business of the Congregation by the Board or any Committees;

(4) as to the delegation of such of its duties to employees of the Congregation as the Board thinks fit; and

(5) as to any of the matters or things within the power or under the control of the Board,

provided that the same shall not be inconsistent with the Articles.

45. The Board and the Congregation in General Meeting shall have power to repeal, alter or add to any regulations made by Board and the Board shall adopt such means as it thinks sufficient to bring to the notice of Members all such regulations that shall be binding on Members, provided that no such regulation shall be repealed or altered if any such action shall cause the Congregation to be carrying out the Objects in breach of the requirements of the Court of the Chief Rabbi in London.

APPOINTMENT AND RETIREMENT OF TRUSTEES

46. No person shall be appointed or elected a Trustee at any General Meeting:

(1) unless he has attained the age of eighteen (18) years (but for the avoidance of doubt, there shall be no maximum age);

(2) in circumstances such that, had he already been a Trustee, he would have been disqualified from acting under the provisions of Article 54;

(3) unless he has been a voting Member of the Congregation for a minimum period of twelve (12) consecutive months prior the date of his election or appointment;

(4) unless he has been nominated for election in accordance with any regulations of the Congregation in force from time to time.

47. Subject to Articles 46, 48 and 54, each Trustee shall be appointed for a fixed term of two (2) years and may be elected or appointed for an unlimited number of terms of office.

48. The Subscribers shall retire as Trustees as follows:

(a) one-half (1/2) shall retire immediately following the first Annual General Meeting of the Congregation; and

(b) the remaining one-half (1/2) shall retire immediately following the second Annual General Meeting of the Congregation,

provided that if the Subscribers cannot agree upon the order in which they shall retire the matter shall be determined by lot.

49. If any Trustee fails (for whatever reason) to complete his or her term as a Trustee, such Trustee's term shall expire on the date he or she resigns or ceases to be a Trustee. The Board may appoint any voting Member to fill a vacancy caused by a Trustee being unwilling or unable to continue to act as a Trustee. Any Trustee appointed as a replacement Trustee shall be appointed to complete the term of such replaced Trustee.

50. The Board may appoint a voting Member who is willing to act to be a Trustee as an additional Trustee, provided that the appointment does not cause the number of Trustees to exceed any number fixed by or in accordance with the Articles as the maximum number of Trustees. A Trustee appointed under this Article shall hold office only until the next following Annual General Meeting. If not re-appointed at such Annual General Meeting, he shall vacate his office at the conclusion of that meeting.

51. Subject as aforesaid, the Congregation may from time to time in General Meeting increase or reduce the number of Trustees and determine in what rotation such increased or reduced number shall go out of office and may make the appointments necessary for effecting any such increase.

52. Not less than ten (10) nor more than twenty eight (28) clear days before the date appointed for holding a General Meeting notice shall be given to all persons who are entitled to receive notice of the meeting of any person who is recommended by the Board for appointment or reappointment as a Trustee at the meeting or in respect of whom notice has been duly given to the Congregation of the intention to propose him at the meeting for appointment or reappointment as a Trustee. The notice shall give the particulars of that person which would, if he were so appointed or re-appointed, be required to be included in the Company's register of Trustees.

53. Subject as aforesaid, a Trustee who retires at an Annual General Meeting may, if willing to act, be reappointed.

DISQUALIFICATION AND REMOVAL OF TRUSTEES

54. A Trustee shall cease to hold office if he:

(1) ceases to be a Trustee by virtue of any provision in the Act or is disqualified from acting as a Trustee by virtue of section 72 of the Charities Act 1993 (or any statutory re enactment or modification of that provision) or is otherwise prohibited by law from being a Trustee;

(2) becomes incapable by reason of mental disorder, illness or injury of managing and administering his own affairs;

(3) resigns his office by notice to the Congregation (but only if at least six (6) Trustees will remain in office when the notice of resignation is to take effect);

(4) is absent without the permission of the Board from all their meetings held within a period of one year;

(5) is removed by a resolution passed by at least seventy-five (75%) per cent. of the Trustees present and voting at a meeting of the Board at which the matter is considered provided that:-

(a) Trustees shall be given not less than twenty-one (21) days notice of such meeting;

(b) not later than the date of the notice of the meeting, the Trustee concerned shall be informed of the reasons for his proposed removal and shall either (i) be given not less than fourteen (14) days to make a written submission to the Board or (ii) be invited to attend the meeting to give his views on the matter; and

(6) is in arrears in the payment of membership dues for a period equal to or greater than six (6) months.

55. In addition and without prejudice to the provisions of Section 303 and 304 of the Act, the Company may by Extraordinary Resolution remove any Trustee before the expiration of his period of office and may by an Ordinary Resolution appoint another qualified Member in his stead but any person so appointed shall retain his office so long only as the Trustee in whose place he is appointed would have held the same if he had not been removed.

OFFICERS

56. Subject to the provisions of the Act and to Clause 5 of the Memorandum, the Board shall appoint the following officers from amongst their number to hold office at the pleasure of the Board:

(a) the Honorary Officers;

(b) one or more Wardens for any synagogues maintained by the Congregation;

provided that any such appointment or engagement may be made for the purpose of discharging such duties and upon such terms as the Board determines and the Board may dismiss any officer or servant so appointed or engaged.

57. Any appointment of a Trustee to an unremunerated executive office shall terminate if he ceases to be a Trustee.

PROCEEDINGS OF THE BOARD

58. Subject to the provisions of the Articles, the Board may meet together for the despatch of business, adjourn and otherwise regulate its proceedings as they think fit. Two Trustees may and the Secretary at the request of two Trustees shall call a meeting of the Board. It shall not be necessary to give notice of a meeting to a Trustee who is absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes with each Trustee having one vote. There shall be no voting by proxy permitted at meetings of the Board. In the case of an equality of votes, the Chairman shall have a second or casting vote.

59. The quorum for the transaction of the business of the Board may be fixed by the Board but shall not be less than six (6) Trustees.

60. The Board may act notwithstanding any vacancies but, if the number of Trustees is less than the number fixed as the quorum, the continuing Trustees may act only for the purpose of filling vacancies or of calling a General Meeting.

61. Unless he is unwilling to do so, the Chairman shall preside at every meeting of the Board at which he is present. But if there is no Trustee holding that office, or if the Trustee holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, then the Honorary Officers present shall determine which of the Trustees present shall preside as chairman of the meeting.

62. The Board may invite persons who are not Trustees (including but not limited to members of any of its Committees and experts of any kind) to attend any of its meetings for the purpose of providing advice or information on any subject.

63. All acts done by a meeting of the Board shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Trustee or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Trustee and had been entitled to vote.

64. A resolution in writing, signed by all the Trustees for the time being shall be as valid and effective as if it had been passed at a meeting of the Board duly convened and held.

65. Trustees may participate in or hold a meeting of the Board by means of conference telephone or similar communications equipment so that all persons participating in the meeting can hear and speak to each other. Participation by such means shall be deemed to constitute presence in person and business so transacted shall be effective for all purposes as that of a meeting of the Board duly convened and held with such persons physically present.

66. The Company shall keep a Register of Trustees' Interests and each Trustee shall complete a declaration of his interests on an annual basis at the request of the Company. The Board shall adopt a procedure for dealing with the conflicts of interest (if any) of Trustees.

COMMITTEES

67. The Board may delegate any of its powers or the implementation of any of its resolutions to any Committee. For avoidance of doubt, the Board may delegate the overseeing of all financial matters to a committee including authority to resolve upon the operation of any bank account according to such mandate as it shall think fit from time to time.

PROCEDURES FOR COMMITTEES

68. Unless the context requires otherwise the following provisions shall apply to each of the Committees of the Company, namely:-

(a) the composition of any Committee shall be entirely in the discretion of the Board and may comprise such of their number as the Board may specify;

(b) the chairman of any Committee shall be a Trustee;

(c) the resolution of Board making any delegation under Article 68 shall specify those who shall serve or be asked to serve on a Committee (although the resolution may allow the Committee to make co-options up to a specified number) together with any mechanisms for the appointment of new or replacement Committee members;

(d) the deliberations of any Committee shall be reported regularly to the Board and any resolution passed or decision taken by any such Committee shall be reported as soon as possible to the Board;

(e) every Committee shall appoint a secretary;

(f) all delegations of powers made under this Article shall be revocable at any time;

(g) the Board may make such regulations and impose such terms and conditions and give such mandates to any such Committee as it may from time to time think fit;

(h) all acts done by a meeting of any Committee shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any member of the Committee or that any of members were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a member of the Committee and had been entitled to vote;

(i) A resolution in writing, signed by all the members of a Committee for the time being shall be as valid and effective as if it had been passed at a meeting of the Committee duly convened and held; and

(j) members of any Committee may participate in or hold a meeting of the Committee by means of conference telephone or similar communications equipment so that all persons participating in the meeting can hear or speak to each other. Participation by such means shall be deemed to constitute presence in person and business so transacted shall be effective for all purposes as that of a meeting of the Committee duly convened and held with such persons physically present.

MINUTES

69. The Board shall keep minutes in books kept for the purpose:

(a) of all appointments of officers made by the Board; and

(b) of all proceedings at meetings of the Congregation and of the Board and of Committees of the Board including the names of those present at each such meeting.

THE SEAL

70. The seal shall only be used on the authority of the Board. The Trustees may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a Trustee and by the Secretary or by a second Trustee.

BANK ACCOUNTS

71. Any bank account in which any part of the assets of the Congregation is deposited shall indicate the name of the Congregation. All cheques and orders for the payment of money from such account shall unless the Board decides otherwise require two signatures.

ACCOUNTS

72. Accounting records sufficient to show and explain the transactions and assets and liabilities of the Congregation and otherwise complying with the Act shall be kept at the Office or such other place within the United Kingdom as the Board think fit.

73. The Board shall comply with the requirements of the Act and the Charities Act 1993 in relation to the inspection by Members of the minute books and annual accounts of the Congregation but subject to those restrictions may impose reasonable restrictions as to the time and manner of any such inspection.

74. The Board shall comply with the requirements of the Act in:-

(1) laying before the Annual General Meeting in each year accounts, balance sheets and reports or any other document required by law to be so laid; and

(2) sending copies of such accounts, balance sheets and reports or any other document required by law to be annexed or attached to them to all persons entitled to receive notice of General Meetings of the Congregation not less than twenty-one (21) days before the date of the meeting at which the same are to be laid.

AUDIT

75. Unless:

(a) the Congregation is not entitled to an exemption from audit requirements under the Act and pursuant to the laws affecting charities; or

(b) notwithstanding any exemption set out under Article 75(a), the Board determines to have the annual accounts of the Congregation auditied; or

(b) notwithstanding any exemption set out under Article 75(a), a vote of 10% of the Member at an Annual General Meeting resolves to have that year’s annual accounts of the Congregation subject to audit;

then the Congregation shall appoint auditors who shall be appointed and their duties regulated in accordance with the Act.

ANNUAL REPORT AND ANNUAL RETURN

76. The Board shall comply with their obligations under the Charities Act 1993 (or any statutory re enactment or modification of that Act) with regard to the preparation of an annual report and an annual return and their transmission to the Commissioners.

NOTICES

77. Any notice to be given to or by any person pursuant to the Articles shall be in writing (or shall be given using electronic communications) except that a notice calling a meeting of the Board need not be in writing.

78. The Congregation may give any notice to a Member personally, or by sending it by post in a prepaid envelope addressed to the Member at his registered address, or by leaving it at that address or by transmission to an electronic mail address or facsimile number notified to the Congregation by the Member for that purpose.

79. A Member present in person at any meeting of the Congregation shall be deemed to have received notice of the meeting and, where necessary, of the purposes for which it was called.

80. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. Notice of a meeting shall be deemed to have been given:-

Method of delivery Date of deemed receipt

Personal delivery Date of delivery

Post Forty-eight hours after the envelope containing the notice was posted.

Hand delivery to Member's

notified address Date of delivery

Facsimile transmission Date of successful transmission

Electronic mail message Date of transmission.

81. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by a person entitled to receive a notice shall not invalidate the proceedings of that meeting.

DISPUTE RESOLUTION

82. Subject only to the jurisdiction of the Charity Commission for England & Wales, the provisions of Articles 82 to 84, inclusive, shall apply to any dispute regarding the affairs of the Congregation between any or all of the following:

(a) the Congregation;

(b) one or more Members;

and a party to any such dispute is referred to as a “Disputant”.

83. Where the Congregation is not a direct party to the dispute, any disputant shall requisition an extraordinary meeting of the Board to use their best endeavours to resolve the dispute within sixty (60) days of the date of such requisition. For the sake of clarity:

(a) the Congregation shall not be deemed to be a party to any dispute between one or more Members and/or Trustees;

(b) those Trustees who are a party to such dispute shall be entitled to present their case in respect of the dispute but shall not be entitled to vote as a Trustee in respect of the resolution of such dispute.

84 If the Board fails to resolve the dispute within the allotted time in Article 83 or if the Congregation is a Disputant, then the parties agree that the dispute shall be resolved by mediation in accordance with the following procedure:

(a) Upon written request by one Disputant to the other Disputant the Disputants will forthwith appoint mediator on whom they agree to resolve the dispute.

(b) If the Disputants are unable to agree to the appointment of a mediator within thirty (30) days of receipt of such request, appointed, at the request of either party, by the Centre for Dispute Resolution or such other similar body as may be agreed.

(c) The Disputants shall then submit to the supervision of the mediation by the Centre for Dispute Resolution (or similar agreed body) for the exchange of relevant information and for setting the date for negotiations to begin.

(d) Recourse to this Dispute Resolution Procedure shall be binding on the parties as to submission to the mediation but not as to its outcome. Accordingly, all negotiations connected with the dispute shall be conducted in strict confidence and without prejudice to the rights of the parties in any future binding arbitration proceedings before the Court of the Chief Rabbi in London (the “Beth Din”).

(e) If, with the assistance of the mediator, the parties reach a settlement, such settlement shall be reduced to writing and, once signed by each of the Disputants, shall remain binding on the Disputants.

(f) No Disputant may commence binding arbitration proceedings before the Beth Din until sixty (60) days after the parties have failed to reach a binding settlement by mediation (at which point the Dispute Resolution Procedure shall be deemed to be exhausted), and, all other Disputants shall agree to such binding arbitration before the Beth Din.

(f) No Disputant shall commence any other legal proceedings in relation to any dispute in any court or other forum other than the mediation proceedings or binding arbitration proceedings before the Beth Din.

(g) The Disputants shall bear their own legal costs in relation to any dispute and the resolution thereof pursuant to Articles 82 to 84, inclusive.

INDEMNITY

85. Subject to the provisions of the Act but without prejudice to any indemnity to which a Trustee may otherwise be entitled, every Trustee or other officer (other than the auditor) of the Congregation shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Congregation, and against all costs, charges, losses, expenses or liabilities incurred by him in the execution and discharge of his duties or in relation thereto.

86. The Board shall have power pursuant to Clause 4(22) of the Memorandum to effect Indemnity Insurance notwithstanding their interest in such policy.

WINDING-UP

87. The provisions of Clauses 7 and 8 of the Memorandum relating to the winding-up or dissolution of the Company shall have effect and be observed as if the same were repeated in these Articles.

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Signatures, Names and Addresses of Subscribers

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Dated: 2006