Constitution of the Seminary

(Passed by the Holy Episcopal Synod as its meeting held on 16th March 1971)

The Orthodox Theological Seminary, Kottayam is an institution of the (Malankara) Orthodox Syrian Church , Catholicate of the East.

The business and affairs of the Orthodox Theological Seminary (here-in-after referred to as the Seminary) are administered by a Governing Board, under the authority of the Holy Episcopal Synod of the (Malankara) Orthodox Syrian Church.

Constitution of the Governing Board
The Governing Board of the Seminary shall be constituted as follows:
1. His Holiness the Catholicos - President ex-officio
2. One Bishop nominated by the Holy Episcopal Synod Vice-President.
3. Two Metropolitans nominated by the Holy Episcopal Synod of the Church.
4. The Principal (Secretary to the Board ex-officio).
5. The Vice-Principal (ex-officio)
6. The Bursar (ex-officio)
7. The Trustees of the (Malankara) Orthodox Syrian Church Trust-property (ex-officio)
8. The Secretary of the Managing Committee of the Malankara Association (ex-officio)
9. Ten other members, including at least four priests and four lay people, nominated by the Episcopal Synod.

Meetings
1. Convener: Meetings of the Governing Board (here-in-referred to as the Board) shall be convened by the Principal (who will act as secretary ex-officio) by order of the President.
2. Frequency: Ordinary meetings of the Board shall be held at least twice in an academic year normally.
3. Special Meetings: the Secretary (Principal) may convene a meeting when deemed necessary, by order of the President and with 15 days' advance written notice.
4. Quorum: Seven members at least two of whom are not members ex-officio shall constitute a quorum. If a meeting convened by the secretary has to be adjourned for lack of quorum, it may be held on the same day and time during the following week even if there is no quorum on that day and at that time.
5. Voting: Decisions shall be unanimous whenever possible, otherwise by simple majority, except in cases specifically provided otherwise. Each member shall have one vote. In the case of a tie, the President has the casting vote. Decisions of the Board as declared by the President shall be considered valid.

Vacancies
1. ominated members falling to be present at three consecutive meetings without giving intimation may be removed from the membership by action of the Board, and the action reported to the Episcopal Synod
2. Nominated members can be removed from the office for any other reason only by the Episcopal Synod.
3. The Synod shall have the authority to fill up interim vacancies.

Term of Office
The term of office for nominated members shall be three years. They, however, can continue to function until substitutes are nominated by the Synod.

Officers
1. President. His Holiness the Catholicos of the East shall be the President and Chairman of the Board.
2. Vice-President. His Grace the Vice-President will act as Chairman in the absence of the Catholicos.
3. In the absence of both President and Vice-President, the President or in his absence, the Vice-President can nominate one member of the Board to act as Chairman for that particular session.
4. Secretary. The Principal of the Seminary shall be the Secretary of the Governing Board. He shall conduct correspondence on behalf of the Board and be responsible for convening meetings by order of the President and for keeping minutes.
5. Other officers. The Board can appoint a Treasurer or other officers for the Board and prescribe their functions.

Functions and Powers of the Holy Episcopal Synod.
The Holy Episcopal Synod of the (Malankara) Orthodox Syrian Church which grants this constitution shall have final authority in all matters relating to the Seminary. As such the Holy Synod shall exercise the following functions.
1. appoint the Principal and Vice-Principal of the Seminary;
2. appoint theological teachers in the Seminary. The Principal shall be a special invitee to the meeting of the Synod when such appointments are considered;
3. approve or amend the teaching curriculum of the Seminary on the recommendation of the Faculty council through the Principal;
4. Amend, annul or repeal the constitution of the Seminary.

Functions and Powers of the Board
The Board shall have the authority:
1. to lay down and regulate general lines of policy, subject to approval by the Holy Episcopal Synod;
2. to approve, amend and authorize the annual budget of the Seminary, to receive and pass audited annual statements of accounts and to submit the same to the Synod;
3. to determine salary and terms and conditions of service for members of the Faculty;
4. to appoint the Registrar, the Bursar and other officers of the Seminary, from among members of the Faculty;
5. to receive endowments, donations, and contributions, to borrow, to take advances, to acquire and hold property and to invest them, to make distributions, disbursements and repayments, in the name of the Seminary, without prejudice to the powers of the Managing Committee of the Malankara Association;
6. to construct, maintain or alter any building or other work necessary and convenient for the purpose of the Seminary and to maintain them in good order, without prejudice to the powers of the Managing Committee in this regard;
7. to delete any of their powers to a standing committee, a sub-committee or other committees as may be appointed by the Board, and to remove and resume from time to time any power so delegated;
8. to control the financial affairs of the Seminary;
9. to make, add, amend or annul regulations for the day-today business of the Seminary, in a manner not inconsistent with the provisions of this constitution, and subject to the approval of the Holy Synod;
10. to grant scholarships and studentships and in general to do such other things as are incidental or conducive to the proper business and affairs of the Seminary.

The President
His Holiness the Catholicos can exercise personal supervision over the affairs of the Seminary directly through the Principal and the Faculty Council and can authorize them to issue degrees and diplomas to candidates who fulfil the requirements.

Faculty Council
1. There shall be a Seminary Faculty Council representing the teaching Staff of the Seminary to advise and assist the Principal in all matters of academic work, internal administration and public relations of the Seminary.
2. The Faculty Council shall consist of the Principal (Convener) the Vice-Principal, and senior members of the Seminary as may be laid down in Bye-laws to be approved by the Synod from time to time.
3. It is the responsibility of the Faculty Council to prepare draft Syllabi and curricula and to submit them to the Episcopal Synod for approval.
4. The Faculty Council shall recommend to His Holiness the Catholicos candidates who have fulfilled the requirements for degrees and diplomas.
5. The Faculty Council can also make recommendations directly to the Episcopal Synod regarding theological and liturgical publications.

Principal
1. Appointment: The Principal of the Seminary shall be appointed, removed, or retired only on the authority of the Episcopal Synod of the Church through a written order of His Holiness the Catholicos, due consideration being given to the suggestion of the Board.
2. Discretion: The Principal shall be responsible for the internal management and discipline of the Seminary. He shall have wide discretion in the normal sphere of his duties to act, whatever possible, in consultation with the Faculty Council and with such other committees as the Board may delegate its power to.
3. Correspondence: The principal shall be the correspondent of the Seminary in all communications with the outside and shall report to the Governing Board such of these as may require their information, attention or action.
4. Disbursements: The Principal shall make all disbursements from the Seminary funds in accordance with the Budget sanctioned. There shall be a Bursar to assist the Principal in matters of administration of finance.
5. Emergency Expenditure: The Principal shall have power to incur extrabudgetary expenditure up to Rs. 1000/- per term of every year, provided he can justify such action before the Board and find the resources where with to meet the expense.
6. The Principal shall appoint and control the office and administrative staff of the Seminary.

Standing Committee of the Board
Subject to the authority of the Board, there shall be a standing committee consisting of the President or Vice President, the Principal, the Vice-Principal, the Bursar and three other members nominated, the Governing Board from among its members. The Governing Board may delegate to the Standing Committee from time to time such powers as they consider needed or useful, and in addition to the above, the Standing Committee shall have power:
1. to review the proceedings of the Seminary Faculty Council and confirm, annul, or refer them to the Governing Board for their decision; and
2. to make any necessary emergency decisions between sessions the Board. Four shall be the quorum for the standing committee. All actions of the Standing Committee shall be reported to the next meeting of the Board.

All acts done by the Governing Board or by its committees of Faculty Council shall, not-withstanding the existence of any disqualification of any member or any defect in his appointment or the existence of any vacancy in the membership or any unintentional non-issue or non-receipt of notice, be valid as if such did not exist.
Amendments to the Constitution
This constitution was granted by the Holy Episcopal Synod of Malankara Orthodox Syrian Church, Catholicate of the East in their session on March 2, 1971 , and the power to amend, annul or repeal the constitution shall vest in the Holy Episcopal Synod. Requests for amendments can be passed at any regular meeting of the Board, provided due notice of amendment has been given to the members at least 15 days prior to the meeting, with a not less than 2/3 majority of the members present and voting. The amendments shall come into effect only by decision of Holy Episcopal Synod.

Resolution of Difficulties
Any difficulties arising in the interpretation or application of this constitution may be referred to the Holy Episcopal Synod of the Church and their verdict accepted as final.