Our Constitution

YORK MUSICAL SOCIETY

Registered Charity 504611

CONSTITUTION

Adopted at AGM on 30th June 2015

Clause 28 amended at AGM on 21st June 2016

NAME

1. The name of the Society shall be “York Musical Society” hereinafter referred to as “the Society”.

OBJECTS

2. The objects of the Society shall be:

a. 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 charity trustees (as hereinafter defined) see fit, including through the presentation of public concerts and recitals;

b. To further such charitable purpose or purposes as the said charity trustees in their absolute discretion shall think fit but in particular through the making of grants and donations.

MEMBERSHIP

3. 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.

4. Members may be ‘Performing Members’ or ‘Non-Performing Members’. Performing Members may participate in rehearsals and in concerts presented by the Society.

5. The annual subscription rates for Performing and Non-Performing Members for the following year shall be agreed by the Society at its Annual General Meeting. All subscriptions shall be due by 31st October and payable in one or more instalments and by such methods as shall be determined by the Committee (as defined in Clause 9 and hereinafter referred to as “the Committee”).

6. Every member shall have one vote.

7. Performing Members shall provide such evidence of musical ability as the Committee may require, which shall usually be done by audition, and shall comply with the Rules for Performing Members set out in the Appendix to this Constitution.

8. The Committee has the power to terminate the membership of any individual, provided that the decision of the Committee (with the exception of (i) the individual concerned if a member of the Committee and (ii) any member of the Committee making or connected with the complaint against the individual) is

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unanimous both as to the termination and as to there being good reason for it, and provided that the individual concerned shall have the right to be heard by the Committee, accompanied by a friend if desired, before a final decision is made.

OFFICERS AND COMMITTEE

9. The Society shall be managed by a Committee consisting of the following Officers – Chairman, General Secretary, Treasurer – and at least two but not more than six other members.

10. The Officers and other Committee members shall be elected by and out of the Society’s members at the Annual General Meeting. They shall hold office until the next Annual General Meeting and be eligible for re-election. After 6 years of continuous service on the Committee in any capacity a member may not immediately be re-elected and shall remain off the Committee for at least a year before standing for election again.

11. In the event that a resignation during the year reduces the number of Committee members below the minimum of 5 the remaining members may fill the vacancy by co-opting a member of the Society to join the Committee until the next Annual General Meeting. The co-opted member may not be a former member of the Committee who is ineligible for election under Clause 10.

12. The members of the Committee are the charity trustees.

MANAGEMENT

13. The management and administration of the Society, including all the arrangements for concerts and other events and the control of finance shall be in the hands of the Committee.

COMMITTEE POWERS

14. 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 trading activities and shall conform to any relevant requirements of the law;

b. 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;

c. 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;

d. Power to employ such staff (who shall not be members of the Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependents;

e. 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;

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f. Power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;

g. Power to appoint and constitute such advisory committees as the Committee may think fit;

h. Power to do all such other lawful things as are necessary for the achievement of the objects.

MEETINGS AND PROCEEDINGS OF THE COMMITTEE

15. 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 appointment to a vacancy on the Committee in accordance with Clause 11 then not less than 14 days’ notice must be given.

16. At the first Committee meeting in each year the Committee may appoint from among their number someone to act as Deputy Chairman to act in the absence of the Chairman.

17. The Chairman or Deputy Chairman shall act as chairman at meetings of the Committee. If both are 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.

18. There shall be a quorum when at least half of the number of members of the Committee for the time being, or three members of the Committee (whichever is greater), are present at a meeting.

19. Except in the case of membership termination under Clause 8, 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 chairman of the meeting shall have a second or ‘casting’ vote.

20. 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 are available for inspection as required.

21. 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.

22. The Committee may appoint one or more sub-committees 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. It shall state in the sub-committee’s terms of reference the extent to which it is to make recommendations to the Committee for decision or make decisions on the Committee’s behalf. All acts and proceedings of any such sub-committee shall be fully and promptly reported to the Committee. A sub-committee must include at least one member of the Committee together with such members of the Society as the Committee may co-opt to serve on it.

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DELEGATION OF COMMITTEE FUNCTIONS

23. The Committee may, at its discretion, and without forming a sub-committee, delegate specific functions to be carried out on its behalf by one or more members of the Society who are not members of the Committee, provided that:

a. The Committee gives the said member or members written terms of reference or job descriptions specifying the tasks to be carried out and any delegation of expenditure authority involved;

b. One member of the Committee takes responsibility for supervising the work and ensuring effective liaison with the Committee.

ATTENDANCE AT MEETINGS BY CONDUCTOR

24. A Conductor or Associate Conductor appointed by the Society may attend any Committee meeting or sub-committee meeting except for any meeting at which his/her position is to be discussed.

INVITATIONS TO ATTEND COMMITTEE MEETINGS

25. Members of the Society who are co-opted members of a sub-committee or to whom functions have been delegated in accordance with Clause 23 may be invited to attend any Committee meeting at which the relevant functions are to be discussed, if, in the view of the Committee, their attendance will be of significant benefit to the Committee’s work. .

EQUAL OPPORTUNITIES

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

FINANCE

27. The financial year shall end on 31st January.

28. A banking account shall be maintained in the name of the Society. Cheques shall be signed, and other payments from the account shall be authorised by any two elected members of the Committee.

29. The Treasurer may make such arrangements for receipts and payments as he/she deems expedient, including direct debits and electronic or internet banking.

30. 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.

31. The income and property of the Society whencesoever derived shall be applied solely towards promoting the objects of the Society as set forth 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.

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GENERAL MEETINGS

32. Within 26 weeks of the end of each financial year the members shall be summoned to an Annual General Meeting of which at least 21 days’ notice in writing shall be given to all members, accompanied by a copy of the financial accounts for the preceding year.

33. The Committee shall present to each Annual General Meeting for approval and adoption the report and accounts of the Society for the preceding year.

34. Nominations for election to the Committee must be made by members of the Society in writing and must be in the hands of the General Secretary at least 14 days before the Annual General Meeting. Should nominations exceed vacancies an election shall be held.

35. An Extraordinary General Meeting, of which at least 21 days’ notice must be given to members, may be called for by the Committee or upon written request to the General Secretary signed by at least 20 members of the Society. The notice must state the business to be discussed.

PROCEDURE AT GENERAL MEETINGS

36. The General Secretary or other person specially appointed by the Committee shall keep a full record of proceedings at every general meeting of the Society.

37. There shall be a quorum when there are present at least 40 members of the Society, or 40% of the current membership, whichever is the least.

ACCOUNTS

38. 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 suitably qualified and independent of the Committee and then submitted to the members at the Annual General Meeting.

AMENDMENTS TO THE CONSTITUTION

39. Save as provided in Clause 40 the Constitution may be amended by a two-thirds majority of the members present and voting at any General Meeting, provided that 14 days’ notice of the proposed amendment 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.

40. The Appendix to the Constitution (Rules for Performing Members) may be amended by simple majority vote at a General Meeting.

41. No amendment may be made to Clause 1 (name), Clause 2 (objects) Clause 31 (distribution of assets) or Clause 42 (dissolution) without the prior written consent of the Charity Commission. The Committee shall send the Charity Commission a copy of any amendment proposed under this Clause.

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DISSOLUTION

42. 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.

APPENDIX – RULES FOR PERFORMING MEMBERS

1. Members shall personally initial the attendance register on arrival at all rehearsals. Members should not initial the register on another member’s behalf.

2. To perform at a concert members must attend at least two thirds of rehearsals for that concert, including a rehearsal at the concert venue.

3. Except in the event of illness in the Member or a close relative, Members are expected to be absent from no more than one concert per year

4. Members will re-audition at least once every four years or at the discretion of the Conductor. Members who do not pass the re-audition will cease to be Performing Members.

5. Concert dress for the Society, to be provided by each individual member at their own expense, is as follows:

a. Ladies Black top (with long sleeves or under black jacket); long (at least ankle length) black skirt or formal black trousers; black shoes; no scarves or shawls; minimal jewellery.

b. Gentlemen Dinner jacket or dark suit, white shirt with black bow tie, black shoes.

6. The Committee may vary the dress arrangements for a specific concert, in which case at least 6 weeks’ notice will be given.

7. Members will either provide their own copy of music, in the appropriate edition being used for the concert, or pay the hire charge for music hired by the Society.

8. Members will comply with the requirements set out in “Concert Procedure” documents issued by the Committee from time to time, which may relate to all concerts or to specific venues.

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