DATED 2014

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

THE NORTHWOOD AND PINNER LIBERAL SYNAGOGUE

HowardKennedyFsi LLP 19 Cavend•sh Square

london WlA 2AW

T +44(0)20 3350 3350 F +44(0)20 3350 3351

OX 42748 (Oxford C1rcus North)

howardkennedyfs1 com

Ref HSS49689 2 Date 04 December 2014

Howard<ennedyfsi New perspectwes

MEMORANDUM OF ASSOCIATION FOR A CHARITABLE COMPANY

THE COMPANIES ACT 2006

COMPANY NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF THE NORTHWOOD AND PINNER LIBERAL SYNAGOGUE

Each subscnber to th1s memorandum of assoc1at1on w1shes to form a company under the Compames Act 2006 and agrees to become a member of the company

NAME OF EACH SUBSCRIBER AUTHENTICATION BY EACH SUBSCRIBER

NIGELJOHN COLE

PHILIP STONE ~¥· 'P . St-o n.~

MARK FAITH ~ -{ou- ~.~th

PHILIP AUSTIN

Dated 4 December 2014

Page 1 H5549689 2

ARTICLES OF ASSOCIATION FOR A CHARITABLE COMPANY

THE COMPANIES ACT 2006

COMPANY NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION OF THE NORTHWOOD AND PINNER LIBERAL SYNAGOGUE

1 The company's name is THE NORTHWOOD AND PINNER LIBERAL SYNAGOGUE

(and 1n th1s document 1t 1s called the "Synagogue")

2 Interpretation

2 1 In these art1cles

"address" means a postal address or for the purposes of electromc commumcat1on, a fax number, an e-mail or postal address or a telephone number for rece1v1ng text messages 1n

each case registered w1th the Synagogue,

"the art1cles" means the Synagogue's art1cles of assoc1at10n,

"the Board" means the board of Trustees from t1me to t1me,

"clear days" 1n relation to the penod of a not1ce means a penod excluding

• the day when the not1ce 1s g1ven or deemed to be given, and

• the day for wh1ch 1t 1s g1ven or on wh1ch 1t 1s to take effect,

"the Comm1ss1on" means the Chanty Comm1ss1on for England and Wales,

"Compames Acts" means the Compames Acts (as defined 1n sect1on 2 of the Compames Act 2006) msofar as they apply to the Synagogue,

"connected person" means

(a) a ch1ld, parent, grandchild, grandparent, brother or SISter of the Trustee,

(b) the spouse or c1v1l partner of the Trustee or of any person fall1ng w1th1n sub-clause (a) above,

(c) a person carrymg on busmess 1n partnership w1th the Trustee or w1th any person fallmg w1thm sub-clause (a) or (b) above,

(d) an mst1tut1on which IS controlled

(1) by the Trustee or any connected person fallmg w1thm sub-clause (a), (b) or (c) above, or

(11) by two or more persons fallmg w1thm sub-clause (d)(1), when taken together,

and

(e) a body corporate 1n wh1ch

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(1) the Trustee or any connected person fallmg w1thm sub-clauses (a) to (c) has a substantial mterest, or

(11) two or more persons fallmg w1thm sub-clause (e){1) who, when taken together, have a substantial mterest, or

(111) Sect1ons 350-352 of the Chant1es Act 2011 apply for the purposes of mterpretmg the terms used 1n th1s art1cle

"Trustees" means the directors of the Synagogue The Trustees mclude the Members elected under Art1cle 22 6 and any persons appointed to f1ll a casual vacancy under Art1cle 22 8 The Trustees are chanty trustees as defmed by Sect1on 177 of the Chant1es Act 2011,

"document" Includes, unless otherwise spec1f1ed, any document sent or supplied 1n electrontc form,

"electromc form" has the meanmg g1ven m sect1on 1168 of the Compames Act 2006,

"General Meetmgs" means general meetmgs of Members convened and held m accordance w1th these Articles

"Liberal Juda1sm {ULPS)" means a pnvate company hm1ted by guarantee w1th company reg1strat1on number 08281223 and reg1stered as a chanty under number 1151090 or 1ts successor ent1ty

"Member" has the meanmg g1ven m Sect1on 112 of the Compames Act 2006 and Art1cle 8 "Full Member" 1s defined m Articles 8 3 and 8 4 and "Jumor Member" m Art1cle 8 5

"the memorandum" means the Synagogue's memorandum of assoc1at1on,

"officers" mcludes the Trustees and the Secretary (1f any),

"Ordmary Resolution" means a resolut1on passed by a maJonty of not less than 50%

"Pres1dent" means the person descnbed as such 1n Art1cle 23 1,

"Rules" means any rules made pursuant to Art1cle 50,

"the seal" means the common seal of the Synagogue 1f 1t has one,

"Spec1al Resolut1on" means a resolut1on passed by a maJonty of not less than 75%

"Synagogue" means the company mtended to be regulated by these Art1cles,

"Secretary" means any person appomted to perform the dut1es of the secretary of the Synagogue,

"Transfer Agreement" means an agreement to be made between the Umncorporated Assoc1at1on (chanty number 243616) {1) and the Synagogue {2) relatmg to the transfer of assets by the Umncorporated Assoc1at1on to the Synagogue,

"Umncorporated Assoc1at1on" means the unmcorporated assoc1at1on, Northwood and Pmner Liberal Synagogue, registered as a chanty w1th reg1strat1on number 243618

"the Umted K1ngdom" means Great Bntam and Northern Ireland, and

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"V1ce Presidents" means the persons descnbed as such m Art1cle 23 1

2 2 Words 1mportmg one gender shall mclude all genders, and the smgular mcludes the plural and v1ce versa

2 3 Unless the context otherwise requ1res words or expressions contamed m the art1cles have the same meanmg as m the Compames Acts but excludmg any statutory mod1f1cat1on not m force when th1s const1tut1on becomes bmdmg on the Synagogue

2 4 Apart from the except1on mentioned m the prev1ous paragraph a reference to an Act of Parliament Includes any statutory mod1f1cat1on or re-enactment of 1t for the t1me bemg m force

3 Liability of Members

3 1 The liability of the Members 1s lim1ted to a sum not exceedmg £1 bemg the amount that each Member undertakes to contnbute to the assets of the Synagogue m the event of 1ts bemg wound up wh1le he or she IS a Member or w1thm one year after he or she ceases to be a Member, for

3 11 payment of the Synagogue's debts and 1iab11it1es mcurred before he or she ceases to be a Member,

3 12 payment of the costs, charges and expenses ofwmdmg up, and

3 1 3 adjustment of the nghts of the contnbutones among themselves

4 Objects

The Synagogue's objects ("Objects") are spec1f1cally restncted to the followmg

The advancement of Liberal Juda1sm (and the Synagogue shall be aff11iated to Liberal Juda1sm)

To prov1de, mamtam and carry on a place of worshiP and to arrange and conduct relig1ous serv1ces

To prov1de, arrange and conduct relig1ous education.

To make proviSIOn for the solemmsat1on of marnage

To make proviSIOn for bunal and cremation

To perform such other relig1ous ntes and chantable dut1es as the Trustees shall from t1me to time determme

5 Powers

51

Page4

The Synagogue has power to do anythmg wh1ch IS calculated to further 1ts Object(s) or 1s conduc1ve or mc1dental to domg so In part1cular, the Synagogue has power

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5 11 to ra1se funds In domg so, the Synagogue must not undertake any substantial permanent tradmg act1v1ty and must comply w1th any relevant statutory regulations,

512

513

514

515

516

517

518

519

5 110

5 111

5 112

5 113

5 114

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to buy, take on lease or m exchange, h1re or otherw1se acqu1re any property and to mamtam and eqwp 1t for use,

to sell, lease or otherwise dispose of all or any part of the property belongmg to the Synagogue In exerc1smg th1s power, the Synagogue must comply as appropnate w1th sect1ons 117 and 122 of the Chant1es Act 2011,

to borrow money and to charge the whole or any part of the property belonging to the Synagogue as secunty for repayment of the money borrowed or as secunty for repayment of the money borrowed or as secunty for a grant or the d1scharge of an obligation The Synagogue must comply as appropnate w1th sect1ons 124-126 of the Chanties Act 2011, 1f 1t w1shes to mortgage land,

to co-operate w1th other chant1es, voluntary bod1es and statutory authont1es and to exchange mformat1on and adv1ce w1th them,

to establish or support any chantable trusts, assoc1at1ons or mst1tut1ons formed for any of the chantable purposes Included m the Objects,

to acqu1re, merge w1th or to enter mto any partnership or JOint venture arrangement w1th any other chanty,

to set as1de mcome as a reserve agamst future expenditure but only m accordance w1th a written policy about reserves,

to employ and remunerate such staff as are necessary for carrymg out the work of the Synagogue and make all reasonable proviSions for the payment of pens1ons to or on behalf of employees and the1r dependants and to make all reasonable prov1s1on for the payment of pens1ons and superannuation to or on behalf of such staff and the1r dependants The Synagogue may employ or remunerate a Trustee only to the extent 1t IS permitted to do so by art1cle 7 and prov1ded 1t complies w1th the cond1t1ons m that art1cle,

to orgamse educat1on and act1v1ty m connect1on w1th the Objects,

to publish m any form and by any method matenal m connection w1th the Objects,

to accept any g1ft of money, property or other assets,

to accept and hold momes, property or other assets on spec1al trusts w1thm the Objects, and

to

5 114 1

5 114 2

5 114 3

depos1t or mvest funds,

employ a professional fund-manager, and

arrange for the mvestments or other property of the Synagogue to be held m the name of a nommee,

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5 115

5 116

m the same manner and subject to the same cond1t1ons as the trustees of a trust are perm1tted to do by the Trustee Act 2000,

to prov1de mdemmty Insurance for the Trustees m accordance w1th, and subject to the cond1t1ons m, sect1on 189 of the Chanties Act 2011,

to pay out of the funds of the Synagogue the costs of formmg and reg1stenng the Synagogue both as a company and as a chanty,

6 Application of Income and Property

6 1 The mcome and property of the Synagogue shall be applied solely towards the promotion of the Objects

62

6 2 1 A Trustee 1s entitled to be re1mbursed from the property of the Synagogue or may pay out of such property reasonable expenses properly mcurred by h1m or her when act1ng on behalf of the Synagogue

6 2 2 A Trustee may benefit from trustee mdemmty msurance cover purchased at the Synagogue's expense m accordance w1th, and subject to the cond1t1ons m, sect1on 189 of the Chant1es Act 2011

6 2 3 A Trustee may rece1ve an mdemmty from the Synagogue m the circumstances spec1f1ed m Article 49

6 2 4 A Trustee may not rece1ve any other benef1t or payment unless 1t 1s authonsed by Article 7

6 3 Subject to Article 7 none of the mcome or property of the Synagogue may be pa1d or transferred d1rectly or 1nd1rectly by way of d1v1dend bonus or otherw1se by way of prof1t to any Member Th1s does not prevent a Member who IS not also a Trustee rece1v1ng

6 3 1 a benef1t from the Synagogue m the capac1ty of a benef1c1ary of the Synagogue,

6 3 2 reasonable and proper remuneration for any goods or serv1ces supplied to the Synagogue

7 Benefits and Payment to Synagogue Trustees and Connected Persons

General Prov1s1ons

7 1 No Trustee or connected person may

7 11 buy any goods or serv1ces from the Synagogue on terms preferential to those applicable to members of the public, or

7 1 2 sell goods, serv1ces, or any Interest m land to the Synagogue, or

7 1 3 be employed by, or rece1ve any remuneration from, the Synagogue, or

7 1 4 rece1ve any other frnanc1al benefit from the Synagogue,

Page 6 H5549689 2

unless the payment IS permitted by Article 7 2, or authonsed by the court or the Chanty CommiSSIOn

In th1s art1cle a "fmanc1al benefit" means a benef1t, d1rect or 1nd1rect, wh1ch IS e1ther money or has a monetary value

Scope and powers perm1ttmg Trustees' or connected persons' benef1ts

72

7 2 1 A Trustee or connected person may rece1ve a benefit from the Synagogue 1n the capaCity of a benef1c1ary of the Synagogue prov1ded that a maJonty of the Trustees do not benefit 1n th1s way

7 2 2 A Trustee or connected person may enter mto a contract for the supply of serv1ces, or of goods that are supplied 1n connection w1th the prov1s1on of serv1ces, to the Synagogue where that 1s permitted 1n accordance w1th, and subject to the cond1t1ons m, sections 185 and 186 of the Chant1es Act 2011

7 2 3 Subject to Art1cle 7 3 a Trustee or connected person may prov1de the Synagogue w1th goods that are not supplied 1n connection w1th serv1ces prov1ded to the Synagogue by the Trustee or connected person

7 2 4 A Trustee or connected person may rece1ve mterest on money lent to the Synagogue at a reasonable and proper rate wh1ch must be not more than the Bank of England bank rate (also known as the base rate)

7 2 5 A Trustee or connected person may rece1ve rent for prem1ses let by the Trustee or connected person to the Synagogue The amount of the rent and the other terms of the lease must be reasonable and proper The Trustee concerned must w1thdraw from any meetmg at wh1ch such a proposal or the rent or other terms of the lease are under d1scuss1on

7 2 6 A Trustee or connected person may take part 1n the normal tradmg and fundra1smg act1v1t1es of the Synagogue on the same terms as members of the public

Payment for supply of goods only- controls

7 3 The Synagogue and 1ts Trustees may only rely upon the authonty prov1ded by Art1cle 7 3 3 1f each of the followmg cond1t10ns 1s sat1sf1ed

7 3 1 The amount or max1mum amount of the payment for the goods 1s set out 1n an agreement 1n wntmg between the Synagogue or 1ts Trustees (as the case may be) and the Trustee or connected person supplymg the goods ("the supplier") under wh1ch the supplier IS to supply the goods 1n quest1on to or on behalf of the Synagogue

7 3 2 The amount or max1mum amount of the payment for the goods does not exceed what IS reasonable 1n the Circumstances for the supply of the goods 1n question

7 3 3 The other Trustees are sat1sf1ed that 1t 1s 1n the best mterests of the Synagogue to contract w1th the supplier rather than w1th someone who 1s not a Trustee or

Page 7 HSS49689 2

connected person In reach1ng that dec1s1on the Trustees must balance the advantage of contractmg w1th a Trustee or connected person agamst the disadvantages of domg so

7 3 4 The supplier 1s absent from the part of any meeting at wh1ch there 1s d1scuss1on of the proposal to enter mto a contract or arrangement w1th h1m or her or 1t w1th regard to the supply of goods to the Synagogue

7 3 5 The supplier does not vote on any such matter and 1s not to be counted when calculatmg whether a quorum of Trustees 1s present at the meetmg

7 3 6 The reason for the1r dec1s1on IS recorded by the Trustees 1n the mmute book

7 3 7 A maJonty of the Trustees then 1n off1ce are not 1n rece1pt of remuneration or payments authonsed by art1cle 7

7 4 In Articles 7 2 and 7 3

7 4 1 "Synagogue" mcludes any company 1n wh1ch the Synagogue

7411

7412

7413

holds more than SO% of the shares, or

controls more than 50% of the votmg nghts attached to the shares, or

has the nght to appo1nt one or more Trustees to the board of the company

7 4 2 "connected person" mcludes any person w1thm the defimt1on 1n Article 2

8 Members

Page 8

8 1 The subscnbers to the memorandum are the first members of the Synagogue

8 2 Membership 1s not transferable

8 3 Subject to the approval of the Board, Full membership of the Synagogue shall be open to men and women of the Jew1sh fa1th of not less than twenty-one years of age who subscnbe to the pnnc1ples and objects of Liberal Juda1sm and of the Synagogue

8 4 Subject to the approval of the Board, Full membership of the Synagogue shall also be open to young men and women of the Jew1sh fa1th who are not less than s1xteen years of age and who have been confirmed by the Synagogue (become Kabbalat Torah) or by any other Synagogue aff11iated to L1beral Juda1sm and who subscnbe to the pnnc1ples and obJects of Liberal Juda1sm and of the Synagogue

8S Subject to the approval of the Board, Jumor membership of the Synagogue shall be open to young men and women of the Jew1sh fa1th who are not less than s1xteen years and not more than twenty years of age and who subscnbe to the pnnc1ples and

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Page 9

objects of Liberal Juda1sm and of the Synagogue Jumor members shall have no nght to vote at General Meetmgs

8 6 Save as prov1ded by Art1cles 8 7 and 8 8, all applicants for Full or Jumor membership of the Synagogue shall be requ1red to complete a wntten applicat1on m such form as shall be from t1me to t1me prescnbed by the Board Such application shall be considered by the Board at 1ts next meetmg after the same shall have been rece1ved by a member of the Board duly completed and the Board shall m 1ts absolute d1scret1on grant refuse or adjourn cons1derat1on of such application and shall cause the applicant to be mformed of 1ts dec1s1on An applicant for membership shall become a member of the Synagogue upon the grantmg of h1s/her application by the Board and payment of the appropnate subscnpt1on

8 7 Ex1stmg Jumor members of the Synagogue shall be ent1tled to become Full members on atta1nmg the age of twenty-one years or on bemg confirmed by the Synagogue

8 8 Children of Full members of the Synagogue shall be entitled to become Jumor members of the Synagogue Without obligation to pay any subscnpt1on on attammg the age of s1xteen years

8 9 All Jumor and Full Members shall pay an appropnate subscnpt1on on attammg the age of twenty-one years

8 10 Except as heremafter prov1ded, every Full member of the Synagogue and every Jumor member of the Synagogue who 1s not the ch1ld of a Full member of the Synagogue shall be liable to pay such annual subscnpt1on to the Synagogue as shall be determmed from t1me to t1me by the Board The Board shall have power m 1ts absolute d1scret1on to rem1t payment m whole or m part of any membership subscnpt1on

8 11 The Board may terminate the membership of any member 1f 1t shall deem 1t to be m the mterest of the Synagogue to do so, prov1ded that any resolution calling for the termmat1on of the membership of a member under th1s Art1cle shall requ1re to be passed by a two-thirds maJOrity of those members of the Board present at the meetmg at wh1ch such resolut1on IS considered and votmg on the sa1d resolution, and prov1ded further that no such resolution shall be cons1dered at any meetmg of the Board unless wntten not1ce of mtent1on to propose such resolution shall have been g1ven to every member of the Board and to the member of the Synagogue concerned not less than seven days before the date of such meet1ng

8 12 If a member shall be s1x months or more m arrear m payment of h1s/her membership subscnpt1on and shall fall to discharge such arrears w1thm two weeks after bemg g1ven wntten not1ce requ1nng him/her to do so and settmg out the prov1s1ons of th1s Article h1s/her membership shall forthwith cease

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8 13 If a person whose membership shall have ceased under the prov1s1on of Article 8 12 shall apply to be remstated as a member h1s/ her apphcat1on shall be dealt w1th under Article 8 6 and s/he shall not be entitled to retam any nghts wh1ch s/he may formerly have had as a member but wh1ch s/he would not have had had s/he not prev1ously been a member

8 14 The Trustees must keep a reg1ster of names and addresses of the Members

9 Termmation of Membership

9 1 Membership IS termmated 1f the Member res1gns, ceases to be Member pursuant to Article 8 11 or Art1cle 8 12 or d1es

10 General meetings

11

10 1 The Synagogue must hold 1ts f~rst annual general meetmg w1th1n e1ghteen months after the date of 1ts mcorporat1on

10 2 An annual general meetmg of Members must be held m each subsequent year and not more than fifteen months may elapse between success1ve annual general meet1ngs

111 The Trustees may call a General Meet1ng at any t1me

11 2 The Trustees shall be bound forthwith to convene a General Meetmg at the wntten request of not less than 15 Members stat1ng the busmess wh1ch such Members requ~re to be transacted thereat

11 3 A resolution may be properly proposed at a meet1ng unless 1t would, 1f passed, be meffect1ve, defamatory of any person, fnvolous or vexatious

12 Not1ce of General Meetings

12 11

12 12

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12 1 The m1mmum penods of not1ce requ1red to hold a General Meetmg are

twenty-one clear days for an annual general meetmg or a general meet1ng called for the passmg of a spec1al resolution, and

fourteen clear days for all other general meetmgs

12 2 A General Meetmg may be called by shorter not1ce 1f 1t 1s so agreed by a maJonty m number of Members havmg a nght to attend and vote at the meeting, bemg a majonty who together hold not less than 90 percent of the total votmg nghts

12 3 The not1ce must spec1fy the date t1me and place of the meetmg and the general nature of the bus1ness to be transacted If the meetmg IS to be an annual general meetmg, the not1ce must say

H5549689 2

so The notrce must also contarn a statement settrng out the rrght of Members to appornt a proxy whether under sectron 324 of the Companres Act 2006 or Artrcle 19

12 4 The notrce must be grven to all the Members and to the Trustees and audrtors

13 No Notice because of Accrdental Omission

The proceedrngs at a meetrng shall not be rnvalrdated because a person who was entrtled to recerve notrce of the meetrng drd not recerve rt because of an accrdental omrssron by the Synagogue

14 Proceedings at General Meetings- Quorum

14 3 1

14 3 2

14 1 No busrness shall be transacted at any General Meetrng unless a quorum rs present

14 2 A quorum rs rn the case of a General Meetrng of Members Two Members present rn person or by proxy and entrtled to vote upon the busrness to be conducted at the meetrng untrl the effectrve date of the Transfer Agreement and thereafter 30 such Members,

14 3 If

a quorum rs not present wrthrn half an hour from the trme appornted for the meetrng, or

durrng a meetrng a quorum ceases to be present,

the meetrng shall be adJourned to such trme and place as the Trustees shall determrne

14 4 The Trustees must reconvene the meetrng of and must grve at least seven clear days' notrce of the reconvened meetrng statrng the date, trme and place of the meetrng

14 5 If no quorum rs present at the reconvened meetrng wrthrn frfteen mrnutes of the trme specrfred for the start of the meetrng the Members present rn person or by proxy at that trme shall constrtute the quorum for that meetrng

15 Proceedings at General Meetings of Members- Charrrng Meetings

15 1

15 2

15 3

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General Meetrngs of the Members shall be charred by the Charrman of the Trustees

If he or she rs not present wrthrn fifteen mrnutes of the trme appornted for the meetrng a Trustee nomrnated by the Trustees shall charr the meetrng

If there rs only one Trustee present and wrllrng to act, he or she shall charr the meetrng

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15 4 If no Trustee IS present and w1llmg to cha1r the meetmg w1thm fifteen mmutes after the t1me appomted for hold1ng 1t, the Members present m person or by proxy and entitled to vote must choose one of the1r number to cha1r the relevant meetmg

16 Proceedings at General Meetings- Adjournment

16 1 The Members present m person or by proxy at a meet1ng may resolve by ordmary resolution that the meetmg shall be adjourned

16 2 The person who 1s cha1nng the meetmg must dec1de the date, t1me and place at wh1ch the meetmg IS to be convened unless those details are spec1f1ed m the resolution

16 3 No busmess shall be conducted at a reconvened meetmg unless 1t could properly have been conducted at the meet1ng had the adjournment not taken place

16 4 If a meetmg IS adjourned by a resolution of the Members for more than seven days, at least seven clear days' not1ce shall be g1ven of the reconvened meetmg statmg the date, t1me and place of the meetmg

17 Proceedings at General Meetings- Annual General Meeting

17 11

17 12

17 13

17 14

17 15

17 1 The busmess to be transacted at an annual general meetmg shall be

To rece1ve reports covenng the penod smce the prev1ous Annual General Meetmg from the Trustees and the Mm1ster/s

to rece1ve the aud1tor's/mdependent exam mer's report for the prev1ous fmanc1al year and rece1ve the accounts for the prev1ous fmanc1al year,

to elect the Trustees to fill the vacanc1es ans1ng (Article 22 6),

To appomt an aud1tor and

to deal w1th any other busmess put before the Members of wh1ch not1ce shall have been g1ven to the Board at least fourteen days (or m the case of a proposal to repeal alter or add to these Art1cles, or to pass a spec1al resolut1on, not less than twenty-one days) pnor to the meetmg

18 Votes of Members

18 1 Every Member shall have one vote at a General Meet1ng

18 2 Any vote at a meetmg shall be dec1ded by a show of hands unless before, or on the declaration of the result of, the show of hands a poll1s demanded

18 2 1 by the person chamng the meeting, or

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18 2 2

18 3 1

18 3 2

18 41

18 4 2

18 51

18 52

18 61

18 6 2

18 6 3

18 6 4

18 6 5

by persons present m person or by proxy representmg not less than one th1rd of all the persons present at the meetmg m person or by proxy havmg the nght to vote at the meetmg

18 3

The declaration by the person who 1s chairing the meetmg of the result of a vote shall be conclus1ve unless a poll1s demanded

The result of the vote must be recorded m the mmutes of the Synagogue but the number or proportion of votes cast need not be recorded

18 4

A demand for a poll may be Withdrawn, before the poll1s taken, but only w1th the consent of the person who IS cha~nng the meetmg

If the demand for a poll1s Withdrawn the demand shall not mvaildate the result of a show of hands declared before the demand was made

18 5

A poll must be taken as the person who 1s cha1nng the meetmg d1rects, who may appomt scrutmeers (who need not be Members) and who may f1x a t1me and place for declanng the results of the poll

The result of the poll shall be deemed to be the resolution of the meetmg at wh1ch the poll1s demanded

18 6

A poll demanded on the elect1on of a person to cha1r a meetmg or on a quest1on of adJournment must be taken 1mmed1ately

A poll demanded on any other quest1on must be taken e1ther 1mmed1ately or at such t1me and place as the person who IS cha1nng the meetmg d1rects

The poll must be taken w1thm th1rty days after 1t has been demanded

If the poll1s not taken 1mmed1ately at least seven clear days' not1ce shall be g1ven spec1fymg the t1me and place at wh1ch the poll1s to be taken

If a poll 1s demanded the meetmg may contmue to deal w1th any other busmess that may be conducted at the meetmg

18 7 In the case of an equal1ty of votes at any meetmg of Members the person who IS cha1nng the meeting shall not have a second or castmg vote

19 Content of Proxy Notices

19 1

Page 13

Each Member shall have the nght to appomt a proxy m accordance w1th th1s Art1cle m respect of the meetmg or meetmgs to wh1ch the Member 1s entitled to attend

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19 2 1

19 2 2

19 2 3

19 2 4

19 51

19 52

19 2 Prox1es may only validly be appomted by a not1ce 1n wntmg (a "proxy not1ce") wh1ch-

States the name and address of the Member appomtmg the proxy,

ldent1f1es the person appointed to be that Member's proxy and the general meetmg 1n relat1on to wh1ch that person IS appointed,

Is s1gned by or on behalf of the Member appomtmg the proxy, or 1s authenticated 1s such manner as the Trustees may determine, and

Is delivered to the Synagogue 1n accordance w1th the articles and any 1nstruct1ons contamed 1n the not1ce of the general meeting to wh1ch they relate

19 3 The Synagogue may requ1re proxy not1ces to be delivered 1n a part1cular form, and may spec1fy different forms for d1fferent purposes

19 4 Proxy not1ces may specify how the proxy appomted under them IS to vote (or that the proxy 1s to abstain from votmg) on one or more resolut1ons

19 5 Unless a proxy not1ce 1nd1cates otherwise, 1t must be treated as-

allowmg the person appomted under 1t as a proxy d1scret1on as to how to vote on any ancillary or procedural resolutions put to the meetmg, and

appomtmg that person as a proxy 1n relat1on to any adjournment of the general meetmg to wh1ch 1t relates as well as the meetmg 1tself

20 Dehvery of Proxy Notices

Page 14

20 1 A person who 1s entitled to attend, speak or vote (e1ther on a show of hands or on a poll) at a General Meetmg remams so entitled 1n respect of that meetmg or any adjournment of 1t, even though a valid proxy not1ce has been delivered to the Synagogue by or on behalf of that person

20 2 An appointment under a proxy not1ce may be revoked by dellvermg to the Synagogue a not1ce 1n wntmg g1ven by or on behalf of the person by whom or on whose behalf the proxy not1ce was g1ven

20 3

204

A not1ce revokmg a proxy appomtment only takes effect 1f 1t 1s delivered before the start of the meetmg or adjourned meetmg to wh1ch 1t relates

If a proxy not1ce 1s not executed by the person appomtmg the proxy, 1t must be accompamed by wntten ev1dence of the authonty of the person who executed 1t to execute 1t on the appomtor's behalf

HSS49689 2

21 Written resolutions

2111

2112

2113

22 Trustees

Page 15

211 A resolution 1n wr~tmg agreed by a s1mple maJOrity (or 1n the case of a spec1al resolution by a maJOrity of not less than 75% of the Members who would have been entitled to vote upon 1t had 1t been proposed at a general meetmg shall be effective prov1ded that

a copy of the proposed resolut1on has been sent to every ellg1ble Member,

a s1mple maJOrity (or 1n the case of a spec1al resolution a maJOrity of not less than 75%) of Members has s1gn1fied h1s or her agreement to the resolution, and

1t IS contamed 1n an authenticated document wh1ch has been rece1ved at the reg1stered off1ce w1th1n the per~od of 28 days begmnmg w1th the c1rculat1on date

21 2 A resolution 1n wr~tmg may compr~se several cop1es to wh1ch one or more Members have s1gn1f1ed the1r agreement

21 3 Any objeCtion to the quallf1cat1on of any voter must be ra1sed at the meetmg at wh1ch the vote 1s tendered and the dec1s1on of the person who 1s cha1r1ng the meetmg shall be final

22 1 A Trustee must be a natural person aged 18 years or older

22 2 No one may be appomted a Trustee 1f he or she would be disqualified from actmg under the prov1s1ons of art1cle 27

22 3 The m1n1mum number of Trustees shall be two until the effect1ve date of the Transfer Agreement and thereafter s1x and the max1mum number shall be th1rteen (unless otherw1se determmed by ord1nary resolution)

22 4 The f1rst Trustees shall be those persons not1fied to Compames House as the f1rst Trustees of the Synagogue

22 S A Trustee may not appomt an alternate Trustee or anyone to act on h1s or her behalf at meetmgs of the Trustees

22 6 At each Annual General Meet1ng of the Synagogue not less than half of the Trustees for the t1me bemg shall ret1re from off1ce The Trustees to ret1re 1n each year shall (unless agreed among themselves) be those who have been longest 1n office smce the1r last election, but as between persons who became Trustees on the same day those to ret1re shall (unless they otherw1se agree among themselves) be determmed by lot

22 7

22 8

Retmng members of the Council shall be ellg1ble for re-elect1on

Any casual vacancy on the Board may be f1lled by the Trustees and any Trustees so chosen to f1ll the vacancy shall contmue 1n

office for the unexp1red per~od of the vacancy and shall be

H5549689 2

entitled to vote and the Trustee appomted by resolution of the other Trustees must ret1re at the next Annual General Meetmg and must not be taken mto account m determm1ng the Trustees who are to ret1re by rotat1on

22 9 The Mm1ster/s of the Congregation and the Pres1dent shall be members of the Counc1l ex-off1c1o and Without power to vote The Council shall have power to co-opt not more than three members m any one year Such co-opted members shall have no power to vote

23 President Vice Presidents and Officers

Page 16

23 1 The Members may at General Meetmgs upon the recommendation of the Trustees elect persons of d1stmct1on to the off1ces of President and V1ce President of the Synagogue m recogmt1on of the1r serv1ces to the Synagogue The President and V1ce Pres1dent(s) shall hold off1ce for five years or unt1l they shall earl1er ret1re and the President shall not be eligible for re-election to the office of President There shall not at any t1me be more than one Pres1dent nor more than three V1ce Presidents of the Synagogue

23 2 The persons who are President and V1ce Pres1dents as at the effective date of the Transfer Agreement shall be Pres1dent and V1ce Pres1dents of the Synagogue on the same terms as far as possible as the terms of the1r appomtment as Pres1dent and V1ce Presidents of the Unmcorporated Assoc1at1on

23 3 Each year (so far as pract1cal and 1f poss1ble at least four months before the Annual General Meetmg) the Trustees shall select the persons who are to be considered for appomtment as Cha1rman, Treasurer, Honorary Secretary (and such other prospective off1cers as 1t may thmk f1t) after the next Annual General Meetmg Persons so selected should be mv1ted to meet1ngs of the Trustees on such terms at the Trustees thmk f1t but shall not have the nght to vote unless they are already Trustees Such persons are not co­opted members of Council

23 4 The Trustees shall hold a meetmg not later than fourteen days after every Annual General Meetmg and shall at such meetmg e1ther appomt from 1ts number as Cha~rman, Treasurer, Honorary Secretary and other off1cers those md1v1duals previously selected m accordance w1th Art1cle 23 3, or elect from 1ts number some other person or persons to one or more of such off1ces Such persons shall hold office unt1l the f1rst meetmg of the Trustees after the Annual General Meetmg next followmg The Trustees shall at such meetmg or at 1ts next subsequent meetmg also appomt the number of representatives to the Council of Liberal Juda1sm to wh1ch the Synagogue may be from t1me to t1me ent1tled Casual vacanc1es m the appomtment of off1cers of the Synagogue and representatives to the Council of Liberal Juda1sm may be f1lled at any meetmg of the Trustees

HS549689 2

23 5 No person shall be eligible for elect1on as Cha1rman who shall have held that off1ce for an 1mmed1ately precedmg penod of five consecutive years No person shall be elig1ble for election as Treasurer who shall have held that off1ce for an 1mmed1ately precedmg penod of five consecutive years

24 Powers of Trustees

24 1 The Trustees shall manage the busmess of the Synagogue and may exerc1se all the powers of the Synagogue unless they are subject to any restnct1ons Imposed by the Compames Acts, the art1cles or any spec1al resolution

24 2 No alteration of the art1cles or any spec1al resolution shall have retrospective effect to mvalidate any pnor act of the Trustees

24 3 Any meetmg of Trustees at wh1ch a quorum IS present at the t1me the relevant deCISIOn IS made may exerc1se all the powers exercisable by the Trustees

25 Appointment of Trustees

25 2 1

25 2 2

25 1 Only Members shall be elig1ble to serve as Trustees

25 2 The elect1on of the Trustees shall take place m the followmg manner

At least 42 days before every Annual General meetmg the Synagogue shall send to each Full member a form for the nommat1on of members for elect1on of Trustees It shall be a cond1t1on precedent to the elect1on of a Trustee that s/he shall have been nominated for election by the delivery to the Synagogue not less than 28 days pnor to the date of the relevant Annual General Meetmg such a form duly completed w1th the name of the nommee and s1gned by the nommee and by two other Full members

Each Member entitled to vote shall be ent1tled to vote for as many candidates as there are vacanc1es to f1ll Votmg shall be by poll The dec1s1on of a maJonty vote shall be bmdmg If two or more candidates obtam an equal number of votes, the Cha1rman shall select by lot the candidate or cand1dates who are to be Trustees

26 Retirement of Trustees

26 1 If a Trustee IS requ1red to ret1re at an annual general meetmg by a prov1s1on of these art1cles the retirement shall take effect upon the conclusion of the meetmg, or 1f the ret1rmg Trustee 1s an off1cer of the Synagogue upon the elect1on of h1s or her successor at the meetmg of Trustees held pursuant to Article 23 4 (and 1f no successor 1s elected, at the conclusion of such Trustees' meetmg)

27 Disqualification and removal of Trustees

A Trustee shall cease to hold off1ce 1f he or she

Page 17 HSS49689 2

27 1 ceases to be a Trustee by v1rtue of any provision m the Compames Acts or IS proh1b1ted by law from bemg a Trustee,

27 2 1s disqualified from actmg as a Trustee by VIrtue of sect1on S178 and 179 of the Chant1es Act 2011 (or any statutory re-enactment or mod1f1cat1on of that prov1s1on),

27 3 ceases to be a Member,

27 4 becomes mcapable by reason of mental d1sorder, Illness or Injury of managmg and admm1stenng h1s or her own affa1rs;

27 5 res1gns as a Trustee by not1ce to the Synagogue (but only 1f at least two Trustees w1ll remam in office when the not1ce of res1gnat1on IS to take effect), or

27 6 IS absent w1thout the perm1ss1on of the Trustees from all the1r meetmgs held w1thm a penod of SIX consecut1ve months and the Trustees resolve that h1s or her off1ce be vacated

28 Remuneration of Trustees

The Trustees must not be pa1d any remuneration unless 1t IS authonsed by art1cle 7

29 Proceedmgs of Trustees

Page 18

29 1 The Trustees may regulate the1r proceedings as they thmk f1t, subject to the prov1s1ons of the articles

29 2 There shall be not less than s1x meetings of the Board every year

29 3 Notw1thstandmg the prov1s1ons of Article 22 and any prov1s1on of any Rules, the Trustees and Off1cers shall, as far as poss1ble 1mmed1ately after the date of the Transfer Agreement be the same persons who were the Council members and officers of Northwood and Pmner Liberal Synagogue (chanty number 243618) 1mmed1ately before the effective date of the Transfer Agreement and the penods of off1ce of Counc1l members and co­opted Council members and off1cers of Northwood and Pmner Liberal Synagogue (chanty number 253618) shall be taken mto account m determmmg the dates for the exp1ry of the1r term of office and ret1rement

29 4 Not1ce of meetmgs of Trustees shall be of not less than fourteen days durat1on unless, m the opm1on of the Cha1rman of the Trustees, or any other off1cer of the Trustees 1n the absence of the Chairman or 1f the Chairman shall be unable for any reasons to act, there shall be a matter requ1nng the urgent attention of the Trustees

29 5 Any Trustee may call a meetmg of the Trustees The Secretary (1f any) must call a meet1ng of the Trustees 1f requested to do so by a Trustee

HSS49689 2

30 Delegation

30 2 1

30 2 2

29 6 Questions ansmg at a meetmg shall be dec1ded by a maJonty of votes

29 7 Any Member shall be ent1tled to attend any meetmg of the Trustees subject to the Chairman havmg an absolute d1scret1on to dec1de to exclude any such Member from the whole or any part of the meetmg The Member attendmg such meetmg shall have no nght to part1c1pate 1n the deliberations of the meetmg 1n any way and shall ab1de by rules of conf1dent1ality designated by the Cha1rman Such rules may mclude a prov1s1on excludmg the nght of Members to attend a conf1dent1al part of a meetmg

30 1 The Trustees may delegate any of the1r powers or funct1ons to a committee of two or more Trustees (1f the Trustees so dec1de) and other Members who are not Trustees but who are appomted under procedures established by the Trustees under Art1cle 50

30 2 The Trustees may 1mpose cond1t1ons when delegating, mcludmg the cond1t1ons that

the relevant powers are to be exerc1sed exclus1vely by the committee to whom they delegate,

no expenditure may be mcurred on behalf of the Synagogue except 1n accordance w1th a budget previously agreed with the Trustees

30 3 The Trustees may revoke or alter a delegation

30 4 All acts and proceedmgs of any committees must be fully and promptly reported to the Trustees

30 5 The Board shall have power to appomt such comm1ttees as 1t may thmk f1t The Cha1rman of every Committee wh1ch 1s designated by the Board as a Standing Committee, 1f not already a Trustee, shall be a member of the Board ex-offiCIO and w1thout power to vote

31 Declaration of Trustee's Interests

A Trustee must declare the nature and extent of any mterest, d1rect or 1nd1rect, wh1ch he or she has m a proposed transaction or arrangement w1th the Synagogue or 1n any transaction or arrangement entered mto by the Synagogue wh1ch has not prev1ously been declared A Trustee must absent h1mself or herself from any d1scuss1ons of the Trustees 1n wh1ch 1t 1s poss1ble that a conflict w1ll anse between h1s or her duty to act solely 1n the mterests of the Synagogue and any personal mterest (mcludmg but not lim1ted to any personal fmanc1al mterest)

32 Conflicts of Interest and Conflict of Loyalties

32 1

Page 19

If a conflict of mterest anses for a Trustee because of a duty of loyalty owed to another orgamsat1on or person and the conflict 1s not authonsed by v1rtue of any other prov1s1on m the articles, the

HSS49689 2

32 11

32 12

32 13

-- --- --------- ---

unconfilcted Trustees may authonse such a conflict of mterest where the followmg cond1t1ons apply

the conflicted Trustee 1s absent from the part of the meetmg at wh1ch there 1s d1scuss1on of any arrangement or transaction affecting that other orgamsat1on or person,

the confl1cted Trustee does not vote on any such matter and 1s not to be counted when cons1denng whether a quorum of Trustees 1s present at the meet1ng, and

the unconfilcted Trustees cons1der 1t 1s m the mterests of the Synagogue to authonse the conflict of mterest m the Circumstances apply1ng

32 2 In th1s art1cle a conflict of mterest ansmg because of a duty of loyalty owed to another organisation or person only refers to such a conflict wh1ch does not mvolve a d1rect or md1rect benef1t of any nature to a Trustee or to a connected person

33 Validity of Trustees' Decisions

33 11

33 12

33 13

1fw1thout

33 14

33 15

33 1 Subject to art1cle 33 2, all acts done by a meetmg of Trustees, or of a committee of Trustees, shall be valid notw1thstand1ng the part1c1pat1on m any vote of a Trustee

who was d1squailf1ed from holding off1ce,

who had previously ret1red or who had been obliged by the const1tut1on to vacate OffiCe,

who was not ent1tled to vote on the matter, whether by reason of a conflict of mterest or otherw1se,

the vote of that Trustee, and

that Trustee bemg counted m the quorum,

the dec1s1on has been made by a majonty of the Trustees at a quo rate meetmg

34 Casting Vote

33 2 Art1cle 33 1 does not permit a Trustee or a connected person to keep any benefit that may be conferred upon h1m or her by a resolut1on of the Trustees or of a comm1ttee of Trustees 1f, but for art1cle 33 1 the resolution would have been vo1d, or 1f the Trustee has not compiled w1th art1cle Error! Reference source not found.

In the case of an equality of votes, the person who 1s chamng the meetmg of the Trustees shall not have a second or castmg vote

Page 20 HSS49689 2

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35 Meeting by Electromc Means

A meet1ng may be held by su1table electromc means agreed by the Trustees m wh1ch each part1c1pant may commumcate w1th all the other part1c1pants

36 Quorum for Trustees' Meetings

36 1 No dec1s1on may be made by a meetmg of the Trustees unless a quorum 1s present at the t1me the dec1s1on 1s purported to be made "Present" mcludes bemg present by swtable electromc means agreed by the Trustees m wh1ch a part1c1pant or part1c1pants may commumcate w1th all the other partiCipants

36 2 The quorum up to the effective date of the Transfer Agreement shall be two and thereafter shall be five, or such larger number as may be dec1ded from t1me to t1me by the Trustees

36 3 A Trustee shall not be counted m the quorum present when any dec1s1on 1s made about a matter upon wh1ch that Trustee IS not ent1tled to vote

37 If the number of Trustees IS less than the number f1xed as the quorum, the contmu1ng Trustees or Trustee may act only for the purpose of filling vacanc1es or of callmg a general meetmg

38 Role of Chairman

38 1 The Chairman shall cha1r meetings of the Trustees

38 2 If no-one has been appomted to cha1r meetmgs of the Trustees or 1f the person appomted 1s unw1llmg to pres1de or 1s not present w1th1n fifteen mmutes after the t1me appomted for the meetmg, the Trustees present may appomt one of the1r number to cha1r that meetmg

38 3 The person appomted to cha1r meetmgs of the Trustees shall have no funct1ons or powers except those conferred by these art1cles or delegated to h1m or her by the Trustees

39 Written Resolutions

40 Seal

39 1 A resolut1on m wntmg or 1n electromc form agreed by all of the Trustees entitled to rece1ve not1ce of a meetmg of the Trustees and to vote upon the resolution shall be as valid and effectual as 1f 1t had been passed at a meetmg of the Trustees duly convened and held

39 2 The resolution m wntmg may compnse several documents contammg the text of the resolution m like form to each of wh1ch one or more Trustees has s1gmfied the1r agreement

If the Synagogue has a seal 1t must only be used by the authonty of the Trustees or of a committee of Trustees authonsed by the Trustees The Trustees may determme who shall s1gn

Page 21 H5549689 2

any mstrument to wh1ch the seal 1s aff1xed and unless otherwise so determmed 1t shall be s1gned by a Trustee and by the Secretary (1f any) or by a second Trustee

41 Minutes

The Trustees must keep mmutes of all

413 1

413 2

42 Accounts

411 appomtments of off1cers made by the Trustees,

41 2 proceedmgs at meetmg of the Synagogue,

41 3 meetmgs of the Trustees and committees of Trustees mcludmg

the names of the Trustees present at the meetmg, and

the dec1s1ons made at the meetmgs,

42 1 The Trustees must prepare for each fmanc1al year accounts as requ1red by the Compames Acts The accounts must be prepared to show a true and fa1r v1ew and follow accountmg standards 1ssued or adopted by the Accountmg Standards Board or 1ts successors and adhere to the recommendations of applicable Statements of Recommended Pract1ce

42 2 The Trustees must keep accountmg records as requ1red by Compames Acts

43 Annual Report and Return and Register of Chanties

43 11

43 12

43 13

43 1 The Trustees must comply w1th the requirements of the Chant1es Act 2011 w1th regard to

transm1ss1on of the statements of account to the Synagogue,

preparation of an Annual Report and 1ts transmiSSIOn to the Comm1ss1on, and

preparation of an Annual Return and 1ts transmiSSIOn to the Comm1ss1on

43 2 The Trustees must not1fy the Comm1ss1on promptly of any changes to the Synagogue's entry on the Central Reg1ster of Chanties

44 Means of Communication to be Used

Page 22

44 1 Subject to the art1cles, anythmg sent or supplied by or to the Synagogue under the art1cles may be sent or supplied 1n any way m wh1ch the Compames Act 2006 prov1des for documents or mformat1on wh1ch are authonsed or requ1red by any prov1s1on of that Act to be sent or supplied by or to the Synagogue

44 2 Subject to the art1cles, any not1ce or document to be sent or supplied to a Trustee m connection w1th the takmg of dec1s1ons by Trustees may also be sent or supplied by the means by wh1ch

HS549689 2

45

45 11

45 12

45 13

46

46 11

46 12

46 13

4614

4615

Page 23

that Trustee has asked to be sent or supplied w1th such not1ces or documents for the t1me bemg

45 1 Any not1ce to be g1ven to or by any person pursuant to the articles

may be m wntmg, or

may be g1ven usmg electromc commumcat1ons, or

may be made ava1lable on a webs1te

45 2 Where a document or mformat1on wh1ch 1s requ1red or authonsed to be sent or supplied by the Synagogue under the Compames Act 2006 1s sent or supplied by usmg electromc commumcat1on or by makmg 1t ava1lable on a webs1te, the rec1p1ent must have agreed that he/she may be sent or supplied m that form or manner or be deemed to have so agreed under the Compames Act 2006 (and not revoked that agreement) Where any other document or 1nformat1on 1s sent or supplied by electromc commumcat1on or made ava1lable on a webs1te the Trustees may dec1de what agreement (1f any) 1s requ1red from the rec1p1ent

46 1 The Synagogue may g1ve any not1ce to a Member e1ther

personally, or

by sending 1t by post m a prepa1d envelope addressed to the Member at h1s or her address, or

by leavmg 1t at the address of the Member, or

by g1vmg 1t usmg electromc commumcat1ons to the Member's address, or

by plac1ng the not1ce on a webs1te and prov1d1ng the person w1th a not1ficat1on 1n wntmg or m electromc form of the presence of the not1ce on the webs1te The not1f1cat1on must state that 1t concerns a not1ce of a company meetmg and must spec1fy the place date and t1me of the meetmg

46 2 A Member who does not reg1ster an address w1th the Synagogue or who reg1sters only a postal address that IS not w1thm the Umted Kmgdom shall not be entitled to rece1ve any not1ce from the Synagogue

HSS49689 2

47 A Member present m person at any meetmg of the Synagogue shall be deemed to have rece1ved not1ce of the meetmg and of the purposes for wh1ch 1t was called

48

48 3 1

48 3 2

48 1 Proof that an envelope contam1ng a not1ce was properly addressed, prepaid and posted shall be conclus1ve ev1dence that the not1ce was g1ven

48 2 Proof that a electromc form of not1ce was g1ven shall be conclus1ve where the company can demonstrate that 1t was properly addressed and sent, m accordance w1th sect1on 1147 of the Compames Act 2006

48 3 In accordance w1th sect1on 1147 of the Compames Act 2006 not1ce shall be deemed to be g1ven

48 hours after the envelope contammg 1t was posted, or

In the case of an electromc form of commumcat1on, 48 hours after 1t was sent

49 Indemnity

50 Rules

49 1 The Synagogue may mdemmfy a relevant Trustee agamst any liab11ity mcurred by h1m or her m that capac1ty, to the extent perm1tted by sections 232 to 234 of the 2006 Act

49 2 In th1s art1cle a "relevant trustee" means any Trustee or former Trustee of the Synagogue or Council Member or former Council member of Northwood and Pmner Liberal Synagogue (chanty number 243618)

50 1 The Trustees may from t1me to t1me make such reasonable and proper rules or bye laws as they may deem necessary or exped1ent for the proper conduct and management of the Synagogue

50 2 The bye laws may regulate the followmg matters but are not restncted to them

50 2 1 Bunal, cremat1on and marnages,

50 2 2 the adm1ss1on of Members of the Synagogue and the nghts and pnv1leges of such Members, and the entrance fees, subscnpt1ons and other fees or payments to be made by Members,

50 2 3 the establishment of classes of Membership w1th d1fferent nghts and obligations (but not to affect or alter any votmg nghts of Members at that t1me m place) The class may mclude Membership for Jumor Members whose votmg nghts may d1ffer from those of Members,

50 2 4 the conduct of Members of the Synagogue m relat1on to one another, and to the Synagogue's employees and volunteers,

Page 24 HSS49689 2

so 2 5

so 2 6

the procedure at General Meetmgs and meetmgs of the Trustees 1n so far as such procedure IS not regulated by the Act or by these Art1cles, and

generally, all such matters as are commonly the subject matter of company rules

50 3 The Trustees and/or the Synagogue 1n general meetmg have the power to alter, add to or repeal the rules or bye laws

50 4 The Trustees must adopt such means as they thmk suff1c1ent to bnng the rules and bye laws to the not1ce of Members of the Synagogue

50 5 The rules or bye laws, shall be bmdmg on all Members of the Synagogue No rule or bye law shall be mcons1stent w1th, or shall affect or repeal anythmg contamed m, the memorandum or the art1cles

51 DISSOLUTION

5111

5112

5113

512 1

512 2

512 3

Page 25

511 The Members of the Synagogue may at any t1me before, and 1n

expectation of, 1ts d1ssolut1on resolve that any net assets of the Synagogue after all 1ts debts and liab11it1es have been pa1d, or prov1s1on has been made for them, shall on or before the d1ssolut1on of the Synagogue be applied or transferred 1n any of the followmg ways

directly for the Objects, or

by transfer to any chanty or chanties for purposes s1m1lar to the Objects, or

to any chanty or chant1es for use for particular purposes that fall w1thm the Objects

51 2 Subject to any such resolution of the Members of the Synagogue, the Trustees of the Synagogue may at any t1me before and 1n

expectat1on of 1ts d1ssolut1on resolve that any net assets of the Synagogue after all 1ts debts and liab11it1es have bee pa1d, or prov1s1on made for them, shall on or before d1ssolut1on of the Synagogue be applied or transferred

directly for the Objects, or

by transfer to any chanty or chant1es for purposes s1milar to the Objects, or

to any chanty or chant1es for use for particular purposes that fall w1thm the Objects

S13 In no circumstances shall the net assets of the Synagogue be pa1d to or d1stnbuted among the Members (except to a member that IS 1tself a Synagogue) and 1f no resolution 1n accordance w1th art1cle 511 or 51 2 1s passed by members or the Trustees the net assets of the Synagogue shall be applied for chantable purposes as directed by the Court or the CommiSSIOn

HSS49689 2