Summertown Choral Society Constitution

(revised by AGM 1989, 2004, 2005, 2013, 2016)

1. Title

The name of the Society shall be “Summertown Choral Society”, hereinafter referred to as “the Society”.

2. Objects

The objects of the Society shall be to educate the public in the art and science of music by the rehearsal of choral music, the presentation of public concerts and other charitable activities.

3. Membership

Membership of the Society shall be open to any person interested in furthering the objects of the Society, and who has paid the annual subscription at the beginning of each season (or a proportionate subscription at the start of each term) of an amount approved at a General Meeting.

The annual subscription is waived for those under 30 and is half-price for full-time students aged 30 or over. Any member who falls into financial hardship may make a case to the Committee to have their subscription reduced or waived.

All members are expected to attend rehearsals regularly.

Every member shall have one vote.

No individual shall be excluded from membership of the Society on the grounds of sex, race, colour, age, religion, sexual orientation, disability or political affiliation.

4. Management

The management of the Society shall be in the hands of a Committee consisting of the following officers: a Chairperson, a Secretary and a Treasurer, and not fewer than three and not more than six other members.  The officers and the other Committee members shall be elected by and out of the Society’s members at the Annual General Meeting (“AGM”); they shall hold office until the next AGM and be eligible for re-election, provided that afterfive continuous years’ membership of the Committee such person shall not be eligible for re-election until at least a further year shall have elapsed.  The members of the Committee are the charity trustees, and shall not be paid.

No officer shall hold a second office in the Society concurrently, even in an acting capacity.

In the event that the full permitted number of Committee members shall not have been elected at the AGM, or in the event of retirement or death of one or more Committee members between AGMs, the Committee may co-opt not more than three further members to be members of the Committee until the next AGM, provided that the total number of officers and other Committee members shall not at any time exceed nine.  Such co-opted members shall be full members, with voting rights but, as in the case of elected members, shall not be paid.

 

The Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the Chairperson, 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 but if the matter includes the appointment of a co-opted member then not less than twenty-one days’ notice must be given.

The Chairperson shall chair meetings of the Committee.  If the chairperson is absent from any meeting, the members of the Committee present shall choose one of their number to be chair before any business is transacted.

There shall be a quorum when at least five members of the Committee, of whom at least one shall be an officer, are present at a meeting.

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 chair of the meeting shall have a second or ‘casting’ vote.

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.

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.

The Committee may appoint one or more sub-committees, consisting of two or more members of the Committee and other members of the Society, 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, and provided further that such sub-committee may at any time be disbanded by a majority vote of the Committee.

5. Music Director

The Committee shall be responsible for appointing a Music Director and an Accompanist.

The Music Director shall have final responsibility for all aspects of the artistic direction of the Society, including the selection of music for rehearsal and performance, the selection of additional professional musicians for concerts and the commissioning of new music. The Music Director’s decisions shall be made in consultation with the Committee and within the financial framework agreed by the Committee.

The Committee shall be entitled to invite the Music Director to attend all Committee meetings except when his or her position is being considered.  Neither the Music Director nor Accompanist may be a member of the Society.

The Committee shall involve the members of the Society in the appointment of any new Music Director. Professional advice will be taken by the Committee to assist in determining a shortlist of candidates. Candidates shortlisted by the Committee shall be invited to give audition rehearsals to the choir and the successful candidate shall be selected by ballot of the members attending the audition rehearsals.

The Music Director shall be appointed initially for a probationary period of between 12 and 18 months, and the responsibilities and remuneration and other contractual matters laid out in a letter of appointment. The Committee shall review the appointment at least six months before its expiry, and may then either terminate or renew the appointment for a further fixed period of no more than five years. The remuneration of the Music Director and Accompanist shall be reviewed on an annual basis.

6. Finance

The Society’s financial year shall end on 31st July.

A current banking account shall be opened or maintained in the name of the Society and cheques shall be signed by two of the following: Chairperson, Treasurer and one other Committee member.  A deposit banking account may also be opened if considered necessary or advisable by the Committee, and the mandate for deposits and withdrawals shall be for two of the following: Chairperson, Treasurer and one other Committee member, who need not be the same member as the third authorised signatory for the current account.

The Society shall receive donations, grants in aid and financial guarantees. Tickets for any or all of its concerts and other events shall be offered for sale to the public.

The income and property of the Society, wherever from, shall be applied solely towards promoting the aims of the Society as described in this constitution and no portion of it 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. 

The financial accounts shall be audited or examined to the extent required by legislation or, if there is no such requirement, scrutinised by a person who is independent of the Committee. They shall then be submitted to the membership at the AGM.

7. Annual General Meeting

Within 120 days of the end of each financial year the members shall be summoned to an Annual General Meeting (AGM) of which at least twenty-one days’ notice in writing, shall be given to all members.

The Committee shall present to each AGM the report and accounts of the Society for the preceding year, duly audited and thereafter deposited with the Charity Commission in accordance with the requirements from time to time of the Charity Commission.

Nominations for election to the Committee must be made by members of the Society in writing, signed by a proposer and a seconder, and counter-signed by the nominee to indicate willingness to serve if elected, and must be in the hands of the Secretary of the Committee at least ten days before the AGM. Should nominations exceed vacancies, an election by secret ballot shall be held, and a member of at least three years’ standing shall be appointed teller; the teller may vote in the election, but shall not be a candidate or proposer or seconder of any of the candidates for election.

8. Special (Extraordinary) General Meetings

A Special General Meeting (also known as an Extraordinary General Meeting), of which at least twenty-one days’ notice in writing must be given to members, may be called for by a majority decision of the Committee or upon written request to the Secretary signed by at least ten members of the Society. The notice must state the business to be discussed.

9. 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 fourteen days’ notice of the proposed alteration has been sent to all members and provided that nothing therein contained shall authorise any amendment which shall have the effect of the Society ceasing to be a charity.

No amendment may be made to clause 1 (the name of the charity), clause 2 (the objects), clause 6 paragraph 4 (distribution of assets), or clause 10 (dissolution) without the prior written consent of the Charity Commission.

The Secretary shall send the Charity Commission a copy of any amendment made under this clause.

9. Dissolution

In the event of the dissolution of the Society, any remaining assets, after all liabilities have been discharged, shall not be paid or transferred to any member or members of the Society but shall be applied for such charitable purposes similar to those of the Society, or shall be paid or transferred to such charitable institutions having similar aims to those of the Society.

Adopted at AGM 7th Novemember 2013

Registered charity number 900317