Draft Constitution for Ely Sinfonia

DRAFT CONSTITUTION FOR ELY SINFONIA

1.Name

The name of the Society shall be The Ely Sinfonia, hereinafter referred to as “the Society”.

2.Objects

2.1The object of the Society shall be to promote, improve, develop and maintain public education in and an appreciation of the art and science of music in all its aspects by the presentation of concerts, workshops or other such charitable activities as the Society may from time to time decide. These activities will be undertaken to the highest musical standards attainable by the participating players.

2.2The Society will primarily serve the communities within the diocese of Ely.

3.Membership

3.1Membership of the Society shall comprise:

i.Playing members;

ii.Members of the Friends of Ely Sinfonia;

iii.Honorary life members, being persons who have rendered special service to the Society.

3.2Any person who supports the objects of the Society may apply for membership in such form as the Society decides. An applicant shall become a member upon satisfying the requirements of the Society.

3.3Others who have served or who support the objects of the Society may be elected to honorary life membership.

3.4All members present shall have full voting powers at meetings of the Society

3.5The Society shall maintain a register of members, which may include the names, addresses and other primary contact information of all members and persons who have applied for membership.

3.6The Society may disqualify an individual from membership should that individualfail to satisfy the conditions for membership as set out in the rules associated with this constitution.

4.Officers and Committee

4.1The management of the Society shall be in the hands of a committee whose role shall be to act on behalf of members to further the objects of the Society. The committee shall do this by means of setting the Society’s strategic direction and managing the Society both overall and on a day-to-day basis.The committee’s responsibilities shall include but not be limited to the items laid out in the rules.

4.2The committee shall comprise:

i.Three officers (chairman, secretary and treasurer)

ii.The Society’s artistic director (ex officio) if any is appointed under 6.1

iii.No fewer than five others

4.3The committee shall have the power to co-opt people, who need not be members of the Society, for whatever period and purposes that it may from time to time consider necessary.

4.4Unless specifically mandated at the annual general meeting, no committee member shall remain continuously in the same role for a period longer than five years.

4.5All committee members including officers shall retire at the end of each annual general meeting, but, subject to 4.4above, shall be eligible for re-election as committee members at that meeting.

4.6The treasurer and secretary shall be elected at the annual general meeting.

4.7The chairman shall be elected by the committee at its first meeting following the annual general meeting.

4.8Any casual vacancy on the committee or in any office arising between annual general meetings may be filled by a decision of the committee.

4.9The artistic director shall be entitled to attend and speak at committee meetings but shall not be entitled to vote.

4.10A quorum of the committee shall consist of five members of the committee, to include at least one officer.

4.11The three officers (chairman, secretary and treasurer) and any personnel appointed under 6shall have duties that may be defined from time to time in the rules

4.12Committee meetings shall be held at any time upon the requisition of any three members. Notwithstanding other meetings being called, the committee shall meet regularly as necessary for the despatch of business, but in any event shall meet at least twice in any calendar year.

5.Powers

In furthering the objects of the Society (but not otherwise), the committee may exercise the following powers:

5.1The power to raise funds and to open and operate bank accounts on behalf of the Society, provided that, in raising funds, the committee shall not undertake any substantial permanent trading activities;

5.2The power to obtain and pay for such goods and services as are necessary for carrying out the work of the Society;

5.3The 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;

5.4The power to borrow money and to charge all or part of the property of the Society with repayment of the money so borrowed;

5.5The power to employ such staff, who shall not be members of the committee, as are necessary for the proper pursuit of the objects and, where appropriate, to make all reasonable and necessary provision for the payment of pensions and superannuation for those staff and their dependents;

5.6The 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;

5.7The power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;

5.8The power to appoint and constitute such advisory committees as the committee may from time to timedeem appropriate;

5.9The power to terminate the membership of any individual subject to the provisions of the rules associated with this constitution;

5.10The power to delegate authority to any officer or other committee member temporarily to hold sums of cash belonging to the Society. All such sums shall be used exclusively for the payment of incidental amounts expended in pursuitof the objects of the Society.

5.11The power to maintain records of the Society’s activities.

5.12The power to amend or add to the rules of the Society, as and when the need arises.

6.Personnel

6.1Artistic Director

6.1.1The committee may appoint an artistic director of the Society. The objects of such appointment shall be:

i.to develop the artistic and technical competence of the orchestra as a whole;

ii.to develop the artistic and technical competencies of playing members of the Society in order to increase their ability to contribute to the work and performances of the Society;

iii.to develop the artistic and technical competencies of the artistic director.

6.1.2The committee shall pay due respect to, but not be bound to accept, the advice and guidance that the artistic director may offer on matters relating to the musical performance and activities of the Society.

6.2Leader

6.2.1The committee may appoint a leader of the orchestra.

6.3Other personnel

6.3.1The committee may appoint other personnel as may from time to time be deemed necessary and appropriate to the furtherance of the Society’s objects.

7.General Meetings

7.1Annual General Meetings

7.1.1An annual general meeting shall be held in every calendar year on a date to be fixed by the committee.

7.1.2The ordinary business of each annual general meeting shall be:

i.to receive reports of the Society’s activities during the preceding year;

ii.to appoint or reappoint auditors as required and to authorise the committee to set the auditors’ remuneration;

iii.to receive and consider the accounts of the Society for the preceding financial year, together with the treasurer’s report on the financial position of the Society;

iv.to elect officers [other than the chairman] and other members of the committee;

v.to fix subscription rates.

vi.to consider any amendment or alteration to the Society’s constitution and to ratify any changes to the rules.

vii.To appoint honorary life members.

7.2Extraordinary General Meetings

7.2.1An extraordinary general meeting may be convened at any time either by a requisition of the committee or by a requisitionsigned by no less than one tenth of the members and setting out the resolution to be proposed. The conditions for setting the date of an extraordinary general meeting and serving notice of it to members shall be subject to the rules associated with this constitution.

7.2.2The business which may be conducted at an extraordinary general meeting may be any one or more of:

i.removing all or any of the officers, other members of the committee and auditors of the society and filling the vacancies caused by such removal

ii.appointing honorary life members

iii.altering this constitution provided thatif the Society is a charity:

• no alteration is made to items 2.1 or 12 in this constitution, or to this item, without the prior written approval of the charity commission ;
• no alteration is made which would cause the society to cease to be a charity in law;

iv.dissolving the Society.

7.3Proceedings at general meetings

The procedure for notifying members and for conducting the business of general meetings shall be covered by the rules associated with this constitution.

8.Accounts, income and property

8.1The financial year of the Society shall begin on 1 January and end on 31 December in every year to which day the accounts shall be balanced and drawn.

8.2As soon as is practicable after the end of the financial year, a statement of the assets and liabilities of the Society at the end of the financial year and a statement of income and expenditure during that year shall be made available to the members of the Society.

8.3The financial statements 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 prior to being made available to the members.

8.4The Society shall receive income in the form of ticket sales, donations, legacies, endowments, grants in aid, loans, financial guarantees and membership subscriptions and donations in kind. Tickets for any or all of its concerts and other musical events may be offered for sale to the public.

8.5All monies received by the Society shall be paid into one or more accounts in the name of the Society at bankers appointed by the committee.

8.6The income and property of the Society, whencesoever derived, shall be applied solely to the promotion of the objects of the Society as set out above and no portion thereof shall be paid or transferred either directly or indirectly to any member or members of the Society except in payment of legitimate expenses incurred on behalf of the Society.

8.7All withdrawals from the Society’s bank accounts shall be subject to the prior recorded approval of any 2 members of the committee who are currently nominated to do so with the bankers, such approval to be by any means manual or electronic that has been approved by the Society’s bankers. No action involving expenditure in the name of or on behalf of the Society shall be taken and no undertakings which would commit the Society to expenditure or other liability shall be given without the prior approval of the Committee.

8.8All payments made by the Society shall be in line with sound principles of internal control and especially in line with any prescribed Rules.

9.Indemnities

The members of the committee shall not be individually liable, otherwise than as members of the Society, for any loss suffered by the Society as a result of the discharge of their respective duties on its behalf except such loss as arises from their respective wilful default or negligence.

10.Dissolution

10.1The Society may be dissolved:

i.By a resolution passed under paragraph7.2.

ii.By a resolution of the committee if the number of members is less than ten for a continuous period of not less than six months.

10.2The dissolution shall take effect from the day when the resolution is passed and the committee shall be responsible for the winding up of the assets and liabilities of the Society.

10.3In 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, as directed by the committee or members in the resolution to dissolve the Society. Insofar as effect cannot be given to this provision, any such remaining property shall be distributed to such charitable Society or societies or for other charitable purpose or purposes. The distribution of such property, including the choice of recipient or recipients, shall be subject to the prior written approval of the Charity Commission.

11.Interpretation

In this constitution and the associated rules, where the context so requires or admits:

i.Words or phrases expressed in the masculine gender include the feminine gender;

ii.Words or phrases expressed in the singular include the plural.

12.Constitution and rules

12.1The management of this Society shall be bound by this constitution and the associated rules.

12.2The committee shall review this constitution and the associated rules at least onceevery three years in order to ensure best practice and compliance with current legislation.

12.3Any amendment to the constitution may be made subject to a two-thirds majority of the members present and voting at any Annual or Extraordinary General meeting, provided that the standard amount of notice of the proposed amendment or amendments has been sent to all members and that if the Society is a charity nothing contained within any such amendment shall have the effect of the Society ceasing to be a charity.

12.4Amendments made to the Rules from time to time by the Committee under 5.12 shall be ratified at the next Annual General Meeting.

Ely Sinfonia constitution / 04October 2011
Version 2 Draft 7 / Page 1

RULES OF THE SOCIETY

R1.Membership

R1.1Application for membership shall be made to the secretary or his appointed representative.

R1.2An applicant shall become a member upon satisfying the requirements of the society as interpreted by the committeetogether with payment of the appropriate subscription for the current year.

R1.3Election to honorary life membership shall be by a simple majority of the votes of the members present and actually voting at a general meeting of the Society. Honorary life members shall not be under any obligation to pay any subscription to the Society or to participate as performers in its musical activities.

R1.4Playing members:

1. The conditions of membership as a playing member shall be:

a)at least 75% attendance at rehearsals relevant to the event being rehearsed at any one time unless exempted;

b)payment of a subscription as defined in R1.2, whether playing in concerts or not.

1. Musicians who are not members may attend rehearsals by invitation and will be considered as visitors;
2. Visitors may apply for membership and will be acceptedat the discretion of the committee, subject to there being a vacancy, either by election or audition. If, after two or three visits, the musician has made no application for membership, he may be approached on the subject and the committee shall be entitled to terminate his status as a visitor with immediate effect;

R1.5A member shall cease to be a member:

1. If he submits to the secretary written notice of resignation from his membership;
2. If he fails to pay any subscription or any instalment of a subscription within one month of the due date;
3. If the committee considers that he has been guilty of behaviour inconsistent with membership of the Society and makes a unanimous decision to terminate his membership/resolves to terminate his membership by a majority where the total number of votes in favour equals at least 75% of a quorate meeting.

R1.6In addition, a playing member shall cease to be a member:

1. If he is at any time consistently unable to fulfil the musical performing requirements of the artistic director and if, after considering such representations as the member in question may wish to make, the committee accepts the artistic director’s report to that effect;
2. If, without the consent of the artistic director, he fails to attend sufficient pre-concert rehearsals or shall, without such consent, voluntarily decline to participate in any public performance undertaken by the Society and the committee, after considering such representations as the member in question may wish to make, considers it appropriate to terminate membership for this reason;

R1.7A person who is not a member and not a visitor may be invited to perform with the Society for specific one-off events if:

1. there are insufficient subscribing members in the relevant instrumental section of the Society and
2. he commits to attending sufficient pre-concert rehearsals.

R1.8A person who is invited to perform with the Society in such circumstances as described under R1.7above shall NOT be deemed to be a member of the Society and therefore shall not:

1. be entitled to vote at general meetings;
2. be entitled to become an officer or committee member of the Society;
3. be entitled of right to perform regularly or in a specified role within the Society.

R1.9The committee may offer membership free of charge to anyone who it deems to have offered special service or financial support to the Society. Such membership shall normally be limited to the year in which the service or support is provided;

R2.Officers and Committee

R2.1In addition to the officers and artistic director, the committee shall normally be members of the Society and, insofar as is possible, there shall be a representative of each performing section of the Society and of the Friends of Ely Sinfonia.

R2.2Committee members shall be entitled to an indemnity out of the assets of the Society for all expenses and other liabilities legitimately incurred by them on behalf of the Society and in furtherance of the Society’s objects.

R2.3Any officer or committee member who fails to attend three consecutive meetings of the committee without providing due reason for his absence shall automatically cease to be a member of the committee.

R2.4Committee meetings shall be held regularly and, insofar as is possible, at intervals of no more than three months.

R2.5The secretary shall give no less than seven days’ written or oral notice of every meeting to all committee members. In an emergency, at the discretion of the Chairman and Secretary, additional meetings may be called at no less than 24 hours’ notice.

R2.6Any member of the committee may retire by giving prior notice of no less than three months to the secretary.

R2.7A member starts his term of office immediately following the end of the meeting at which he was elected to serve. A member ceases to be a Committee member immediately following the end of the meeting at which his successor is approved.

R2.8The committee shall inspect information about the society’s current financial position at each meeting and take account of this in its decision making.

R2.9Decisions at Committee meetings shall normally be taken by a simple majority of those present and voting, including co-opted members. In the event of equality of voting, the chairman oracting chairman of the meeting shall have a casting vote.

R2.10The committee shall decide from time to time the total amount of the Society’s cash that may be held by any officer. Any such cash remaining unused at the end of each financial year, or on the occasion when the officer or committee member concerned leaves the committee, shall be returned to the Society with immediate effect.