Constitution
1. Name
The name of the Choir is The Edwin James Festival Choir hereinafter referred to as the Choir
2. Objects
The object of the Choir shall be to advance, improve, develop and maintain public education in the appreciation of the art of music in all its aspects by the presentation of public Concerts and for the general purposes of such charitable bodies of such other purposes as shall be exclusively charitable as the Committee may from time to time decide.
3. Membership
Membership is open to any person over the age of 16 years, interested in furthering the objects of the Choir (Para. 2) on payment of a joining fee and completion of an application form, returned to the secretary.
Applicants may be asked to audition to determine vocal range.
Subscriptions accrue from fees paid by members attending rehearsals and/or participating in a concert to a maximum of seven events per calendar year and are paid prior to the concert date. This covers the cost of rehearsal venues and refreshments, thus being required of all participants however temporary.
A single annual payment may be paid during the first quarter if preferred. All fees will be determined by the committee and dependant on the schedule of concerts for the forthcoming year.
The committee has the power to terminate the membership of any individual if a valid reason is shown and supported by a majority vote at a properly convened meeting (Para. 7).
A committee member will be excluded from this power if:
He/she is the individual facing termination of membership.
He/she has made a complaint against the individual facing termination of membership.
Before the final decision of termination of membership is made, the individual concerned will have the right to be heard by the committee and may be accompanied by a colleague if desired.
Membership is deemed to be cancelled if there is no involvement in any given year (January to December) without prior consultation. Membership may be reinstated at the committee’s discretion but will attract a further joining fee.
4. Officers and Committee
The management of the Committee shall be in the hands of the Honorary President, and the following Officers: Chairperson, Vice Chairperson (optional) Treasurer, Secretary and seven other Committee members (six if a Vice Chairperson is appointed). The Officers and the Committee members shall be elected by and out of the Choir members at the Annual General Meeting; they shall hold office until the next Annual General Meeting and be eligible for re-election.
Provision is also made for a certain number of members to be co-opted by agreement with the committee.
Officers are requested to make public to the committee their intention to stand down, no less than six weeks before the next Annual General Meeting. At such a time the Committee and members of the choir shall be advised of the pending vacant officers’ post to enable prospective new officers to have themselves nominated at the next Annual General Meeting.
If an officer steps down during his/her term, the committee may vote for a replacement out of the existing committee for the remainder of that term. The role will be re-elected at the next Annual General Meeting.
5. Management
All the arrangements for Concerts and events and the control of Finance shall be in the hands of the Committee.
6. Powers
In furtherance of the objects but not otherwise, the Committee may exercise the following powers.
a) 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.
b) power to buy, take on lease, accept grants or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use.
c) power to co-operate with other charities, voluntary bodies and statutory authorities operation in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them.
d) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects.
e) power to appoint and constitute such advisory committees as the Committee may see fit.
f) power to do such lawful things as are necessary for the achievement of the objects.
7. Meetings and Proceedings of the Committee
a) The Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the Chairman, or by any two members of the Committee, upon not less than four days notice being given to the other members of the Committee of the matters to be discussed.
b) The Chairperson shall act as chair at meetings of the Committee. In the absence of the Chairperson/Vice Chairperson, the President shall act as Chair. If all are absent from any meeting, the members of the Committee present shall choose one of their number to be Chair before any other business is transacted.
c) There shall be a quorum when at least one third of the number of members of the Committee, or three members of the Committee (whichever is greater), are present at a meeting.
d) Every matter 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 Chairperson of the meeting shall have a second or ‘casting’ vote.
e) 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, by the Secretary and are available for inspection as required.
f) The Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings, and the custody of documents. No rule may be made which is inconsistent with this constitution.
g) The Committee may appoint one or more Sub-Committees, consisting of one or more members of the Committee and a number of non committee members to be determined by the general committee. The purpose of the Sub-Committee will be to make any enquiry or supervise or perform 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 Sub-Committee shall be fully and promptly reported to the Committee. The objectives of any Sub- Committee should be clearly delivered, documented, communicated and minuted so there is no question on their responsibilities. Sub-committee meetings should be carried out consistently within the rules of this Constitution. The responsibility of minuting and reporting actions of any Sub-Committee should be clearly documented communicated and minuted and any uncertainties from within a sub committee should be put to the General Committee for clarification and approval.
8. Equal Opportunities
No adult shall be excluded from membership of the Choir or barred from any official capacity on the Committee on the grounds of sex, race, colour, age, religion, sexual orientation, disability or political affiliation.
9. Finance
a) The financial year shall end on 31st December
b) A banking account shall be opened in the name of the Choir and cheques shall be signed by two out of the three signatories: Treasurer, Secretary, Chairperson, Vice Chairperson or nominated Committee Member with the proviso that no two related people may be authorised signatories.
c) The Choir shall receive donations, grants in aid and financial guarantees. Tickets for any or all of its concerts shall be offered for sale to the public.
d) The income and property of the Committee when so ever derived shall be applied solely towards promoting the objects of the Choir as set forth above and no portion thereof shall be paid or transferred either directly or indirectly to any member or members of the Committee, except in payment of legitimate expenses incurred on behalf of the choir.
10. Annual General Meeting
Within four months of the end of each financial year, members shall be summoned to Annual General Meeting of which at least 21 days notice in writing shall be given to all members. Every member shall have one vote. The Committee shall present to each AGM the report and accounts of the Choir for the preceding year. Nominations for election to the committee must be in the hands of the Secretary of the Committee at least 14 days before the AGM. If the number of nominations received is greater than the ten positions available a vote will take place to elect the relevant positions on the Committee.
11. Special (Extraordinary) General Meeting
A special general meeting (also known as an Extraordinary general meeting), of which at least 21 days notice in writing must be given to members, may be called for by the Committee or upon written request to the Secretary signed by at least 20 members of the Choir. The notice must state the business to be discussed.
12. Procedure at General Meetings
The Secretary or other person specially appointed by the Committee shall keep a full record of proceedings at general meetings of the Choir.
There shall be a quorum when at least 10% of the members of the Choir at the time or ten members, whichever is the greater, are present at any general meeting.
13. 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 Choir and then submitted to the members of the Annual General Meeting.
14. Alterations to the Constitution
The Constitution may be altered by a two thirds majority of the members present and voting at any General Meeting, provided that 14 days notice of the proposed alteration has been sent to all members and provided that no amendment will have the effect of the Choir ceasing to be a Charity in the future.
When and if Charitable status is reached no amendment may be made to clause 1 (The Edwin James Festival Choir), clause 2 (The Objects), clause 9d (distribution of assets), or clause 15 (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.
15. Dissolution
In the event of the choir 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 Choir.