South Chiltern Choral Society Constitution 2016

South Chiltern Choral Society Constitution 

  1. Name

 

The name of the Society shall be …South Chiltern Choral Society ……………………………………………………………………….

hereinafter referred to as the Society.

 

  1. Objects

 

The objects of the Society shall be:

  1. to advance, improve, develop and maintain public education in, and appreciation of, the art and science of music in all its aspects by any means the trustees see fit, including

through the presentation of public concerts and recitals;

 

  1. Membership

 

(1) Membership is open to individuals who are approved by the trustees.

(2) (a) The trustees may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the Society to refuse the application.

(b) The trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.

(c) The trustees must consider any written representations the applicant may make about the decision. The trustees’ decision following any written representations must be notified to the applicant in writing but shall be final.

(3) Membership is not transferable to anyone else.

(4) The trustees must keep a register of names and addresses of the members which must be made available to any member upon request

(5) Every member shall have one vote.

4. Termination of membership

Membership is terminated if:

(1) the member dies;

(2) the member resigns by written notice to the Society unless, after the resignation, there would be less than two members;

(3) any sum due from the member to the Society is not paid in full within six months of it falling due;

(4) the member is removed from membership by a resolution of the trustees that it is in the

best interests of the Society that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:

(a) the member has been given at least twenty one days’ notice in writing of the meeting of the trustees at which the resolution will be proposed and the reasons why it is to be proposed;

(b) the member or, at the option of the member, the member’s representative (who need not be a member of the Society) has been allowed to make representations to the meeting;

(c) the decision to terminate the membership is communicated to the member in question in writing within 7 days of the meeting taking place;

(5) any decision made by the committee to terminate a membership is final.

 

  1. Officers and trustees

 

(1) The Society and its property shall be managed and administered by a committee

comprising the officers and other members elected in accordance with this constitution. The officers and other members of the committee shall be the trustees of the Society.

 

(2) The Society shall have at least the following officers:

(a) A chair,

(b) A secretary,

(c) A treasurer.

More officer roles can be appointed if deemed necessary by the trustees

 

(3) A trustee must be a member of the Society

(4) No one may be appointed a trustee if he or she would be disqualified from acting under the provisions of clause 8.

(5) The number of trustees shall be not less than three but shall not be subject to any maximum.

(6) The first trustees (including officers) shall be those persons elected as trustees and officers at the meeting at which this constitution is adopted.

(7) A trustee may not appoint anyone to act on his or her behalf at meetings of the trustees.

 

  1. Payment of trustees

 

(1) Trustees can be paid legitimate expenses incurred on behalf of the Society

(2) Any other trustee payments, or payments to connected persons of trustees, must be with the approval and/or permission of the Charity Commission and in accordance with the

Trustees Act 2000 and section 185 of the Charities Act 2011 where appropriate.

 

  1. Appointment of trustees

(1) The Society in a general meeting shall elect the trustees and may elect the officers.

(2) The trustees may appoint any person who is willing to act as a trustee. They may also appoint trustees to act as officers.

(3) At each annual general meeting a third of committee members shall retire and be eligible for re-election up to a fixed number of three-year terms as set out in the Society’s rules and regulations.

(4) In case of a vacancy arising on the committee, the committee may co-opt a new trustee who shall then stand for election by members at the next annual general meeting.

 

  1. Disqualification and removal of trustees

 

A trustee shall cease to hold office if he or she:

(1) is disqualified from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);

(2) ceases to be a member of the Society as detailed in section 4

(3) in the written opinion, given to the Society, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months;

(4) resigns as a trustee by notice to the Society (but only if at least two trustees will remain in office when the notice of resignation is to take effect); or

(5) is absent without the permission of the trustees from all their meetings held within a period of 12 consecutive months and the trustees resolve that his or her office be vacated.

 

 

  1. Powers

 

In furtherance of the objects but not otherwise the Committee may exercise the following powers:

(1) power to raise funds and to invite contributions provided that in raising funds the

Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;

(2) power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;

(3) power subject to any consents required by law to borrow money and to charge all or part of the property of the Society with repayment of the money so borrowed;

(4) power to employ such staff as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and super-

annulation for staff and their dependents;

(5) power to co-operate with other charities, voluntary bodies and statutory authorities

operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;

(6) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;

(7) power to appoint and constitute such advisory committees as the Committee may think fit;

(8) power to do all such other lawful things as are necessary for the achievement of the objects.

 

  1. Meetings and proceedings of the committee

 

(1) The trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution.

(2) The committee shall hold at least 2 ordinary meetings each year. A special meeting

may be called at any time by the chairman, or by any 2 members of the committee, upon not less than 4 days’ notice being given to the other members of the committee of the matters to be discussed, but if the matter includes the appointment of a co-opted member then not less than 21 days’ notice must be given.

(3) Any trustee may call a meeting of the trustees.

(4) The secretary must call a meeting of the trustees if requested to do so by a trustee.

(5) The chairman shall act as chairman at meetings of the committee. If the chairman

is absent from any meeting, the members of the committee present shall choose one of their number to be chairman before any other business is transacted.

(6) There shall be a quorum when at least one third of the number of members of the

committee for the time-being, or three members of the committee (whichever is the greater), are present at a meeting.

(7) No decision may be made by a meeting of the trustees unless a quorum is present at the time the decision is purported to be made.

(8) A trustee shall not be counted in the quorum present when any decision is made about a matter upon which that trustee is not entitled to vote.

(9) If the number of trustees is less than the number fixed as the quorum, the continuing trustees or trustee may act only for the purpose of filling vacancies or of calling a general meeting.

(10) Questions shall be determined by a majority of votes of the members of the committee present and voting on the question, but in the case of equality of votes, the chairman of the meeting shall have a second or ‘casting’ vote.

(11) The committee shall keep minutes of the proceedings at meetings of the committee and any sub-committee, and shall ensure that these are stored safely, and that they are available for inspection as required.

(12) The committee may appoint one or more sub-committees, consisting of three or more members of the committee, for the purpose of making any enquiry or supervising or

performing any function or duty which, in the opinion of the committee, would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and

proceedings of any such sub-committee shall be fully and promptly reported to the committee.

(13) Where the Society has a paid conductor or musical director, he or she may attend

committee meetings except when his/her position is being considered. He/she shall not be eligible to vote in a committee meeting.

 

  1. Conflicts of interests and conflicts of loyalties

 

A Society trustee must:

(1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Society or in any transaction or arrangement entered into by the Society which has not been previously declared; and

(2) absent himself or herself from any discussions of the Society trustees in which it is

possible that a conflict will arise between his or her duty to act solely in the interests of the

Society and any personal interest (including but not limited to any personal financial interest)

.

Any trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the trustees on the

matter.

 

  1. Rules

 

(1) The trustees may from time to time make rules or bye-laws for the conduct of their business.

(2) The bye-laws may regulate the following matters but are not restricted to them:

(a) the admission of members of the Society (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees,

subscriptions and other fees or payments to be made by members;

(b) the conduct of members of the Society in relation to one another, and to the Society’s employees and volunteers;

(c) the setting aside of the whole or any part or parts of the Society’s premises at any particular time or times or for any particular purpose or purposes;

(d) the procedure at general meeting and meetings of the trustees in so far as such procedure is not regulated by this constitution;

(e) generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.

(3) The trustees must adopt such means as they think sufficient to bring the rules and bye- laws to the notice of members of the Society.

(4) The rules or bye-laws shall be binding on all members of the Society. No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.

 

  1. Finance

 

(1) The financial year shall end on…July 31st……………….

(2) A banking account shall be opened in the name of the Society and payments shall be authorised by any two officers.

(3) The income and property of the Society whencesoever derived shall be applied solely

towards promoting the objects of the Society as set forth above. No portion thereof shall be paid or transferred either directly or indirectly to any trustee except in payment of legitimate expenses incurred on behalf of the Society or with approval and/or permission from the Charity Commission

 

  1. Annual General Meeting

 

(1) The Society must hold a general meeting within twelve months of the date of the adoption of this constitution.

(2) An annual general meeting must be held in each subsequent year and not more than fifteen months may elapse between successive annual general meetings.

(3) At least 21 days’ written notice of an AGM shall be given to all members.

(4) The committee shall present to each AGM the report and accounts of the Society for the preceding year.

(5) Nominations for election to the committee must be made by members of the Society in writing. Should nominations exceed vacancies, an election shall be held.

 

  1. Special General Meeting

 

(1) All general meetings other than annual general meetings shall be called special general meetings.

(2) The trustees may call a special general meeting at any time.

(3) At least 21 days’ written notice of an SGM shall be given to all members.

(4) The trustees must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater. Where the Society has less than 30 members, the trustees must call a special general meeting if requested to do so in writing by at least five members. The request must state the nature of the business that is to be discussed. If the trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this constitution.

 

  1. Procedure at General Meetings

 

(1) No business shall be transacted at any general meeting unless a quorum is present.

(2) A quorum is:

(a) 3 members entitled to vote upon the business to be conducted at the meeting; or

(b) one tenth of the total membership at the time, whichever is the greater.

(3) If:

(a) a quorum is not present within half an hour from the time appointed for the meeting; or

(b) during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as the trustees shall determine.

(4) The trustees must re-convene the meeting and must give at least seven clear days’ notice of the re-convened meeting stating the date time and place of the meeting.

(5) If no quorum is present at the re-convened meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time shall constitute the quorum.

(6) The secretary or other person specially appointed by the committee shall keep a full record of proceedings at every general meeting of the Society.

 

  1. Accounts

 

The financial accounts shall be audited or examined to the extent required by legislation or, if there is no such requirement, scrutinized by a person who is independent of the Committee and then submitted to the members at the Annual General Meeting.

 

 

  1. Alterations to the constitution

 

(1) The constitution may be altered by a two-thirds majority of the members present and voting at any General Meeting, provided that fourteen days’ notice of the proposed alteration has been sent to all members and provided that nothing herein contained shall authorise any amendment which shall have the effect of the Society ceasing to be a charity.

 

(2) No amendment may be made to clause 1 (the name of the Society), clause 2 (the objects), clause 13 (finance), or clause 19 (dissolution), without the prior written consent of the Charity Commission. The committee shall send the Charity Commission a copy of any amendment made under this clause. Where a society is too small to register with the Charity Commission only sub clause (1) of this clause will be applicable.

 

  1. Dissolution

 

In the event of the Society being wound up, any assets remaining upon dissolution after the payment of proper debts and liabilities shall be transferred to a charitable institution or institutions having similar objects to those of the Society

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