Constitution
Beverley Male Voice Choir (Registered Charity Number 1193478)
Constitution & Rules
(adopted by online special meeting on 7th July 2020)
(adopted by online special meeting on 7th July 2020)
1. The Choir
1.1. The Choir shall be called ‘Beverley Male Voice Choir’ (hereinafter called “The Choir”).
1.2. The Choir shall be non-political and non-sectarian.
1.3. The Choir will reflect diversity in society and not discriminate on the grounds of age, disability, politics, creed, or ethnicity.
1.4. The Choir will be a Charitable Unincorporated Association.
2. Objectives and Aims
2.1. The principal object of The Choir shall be the study and practice of choral music, not for profit, but in order to foster public knowledge and appreciation of such music by means of public performance.
2.2. To further such charitable purposes (according to the law of England and Wales) as the trustees see fit from time to time.
3. Officials and Trustees
3.1. The Elected Officers (Trustees)
3.1.1. The Choir and its property shall be managed and administered by a committee comprising the Officers and other members elected in accordance with Clause 5 of this Constitution.
3.1.2. The Officers of The Choir shall be the Chairman, Vice-Chairman, Secretary and Treasurer, each to be elected as provided in Clause 5 of this Constitution.
3.1.3. The Trustees of the Choir will be The Officers plus one other member of the Committee.
3.1.4. The number of Trustees shall be not less than 3 and not more than 5.
3.1.5. Any Trustee must be a member of The Choir.
3.1.6. No one may be appointed a Trustee if he or she would be disqualified from acting under the provisions of Clause 3.3 of this Constitution.
3.1.7. A Trustee may not appoint anyone to act on his or her behalf at meetings of The Trustees.
3.2. Payment of Trustees
3.2.1. No Trustee or member of The Committee shall receive payments from The Choir other than reimbursement of approved expenses.
3.2.2. Any other payments to Trustees, or payments to connected persons of Trustees, must be with the permission of the Charity Commission and in accordance with the Trustees Act 2000 and section 185 of the Charities Act 2011 where appropriate.
3.3. Disqualification and Removal of Trustees
3.3.1. A Trustee shall cease to hold office if he or she:
3.3.1.1. Is disqualified from acting as a Trustee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision).
3.3.1.2. Ceases to be a member of The Choir.
3.3.1.3. Becomes incapable by reason of mental incapacity, illness or injury of managing and administering his or her own affairs.
3.3.1.4. Resigns as a Trustee by written notice to The Choir (but only if at least two Trustees will remain in office when the notice of resignation is to take effect).
3.3.1.5. Is absent without the agreement of The Trustees from three consecutive meetings and The Trustees resolve that his or her office be vacated.
3.4. The Appointed Officers of The Choir shall be:-
3.4.1. The Musical Director (MD)
3.4.1.1. An MD will be appointed by The Committee for a period with or without specific time limit. For an appointment without specific time limit a mutually acceptable period of notice to terminate by either party may be agreed.
3.4.1.2. The Committee may not remove an existing MD or appoint a new one, without the approval of The Choir membership at a Special General Meeting.
3.4.1.3. The MD shall be Ex – Officio a member of The Committee and as such may attend meetings of The Committee but with NO voting rights.
3.4.1.4. The MD is to report in person to The Committee meeting held in November, to the other Committee meetings by letter or email and to the AGM in person on all music-related matters.
3.4.2. Assistant Musical Director (AMD) & Musical Accompanist (MA).
3.4.2.1. The AMD and MA will be regarded as co-opted posts and as such attendance at Committee meetings is not required unless specifically requested by the Chairman or unless they specifically wish to attend.
3.4.2.2. The AMD and MA will NOT be entitled to vote when attending Committee meetings.
3.4.3. The Musical Director, Assistant Musical Director and Musical Accompanist shall remain in post as long as they remain in The Choir or until they relinquish their posts.
4. Committee & Governing Board
4.1. The day to day management of the choir shall be vested in a committee comprising: Chairman, Vice-Chairman, Secretary, Treasurer, PRO, Website Administrator, Welfare Officer plus one representative of each of The Choir’s four sections; hereinafter called “The Committee”.
4.2. Eligible voting members of The Committee shall decide every matter discussed by a simple majority, with the Chairman having a casting vote in the event of a tie.
4.2.1 Where any matter involves a possible conflict of interest with the Chairman this should be declared and the Chairman shall recuse himself from the vote delegating his powers to the Deputy Chairman.
4.3. The Committee shall be empowered to fill any vacancy that may occur between AGMs, the appointed person serving only until the next AGM unless then elected.
4.4. The Committee shall be empowered to form sub-committees, make ad-hoc appointments and co-opt other members for specific purposes.
4.4.1. The Committee shall be empowered to expand its membership if deemed to be in the interests of The Choir.
4.5. Meetings
4.5.1. The Committee shall meet not less frequently than three times a year, preferably during the first week of July, November and March and at other times when business warrants.
4.5.2. A quorum for such meetings shall be a minimum of 6 members, including at least two of the Chairman or Vice Chairman, the Secretary and Treasurer.
4.5.3. The music repertoire for the following year will be discussed at the November meeting, and will include input from choir members received by the MD at least 14 days before the meeting.
4.5.4. Committee members should submit matters for discussion to the Secretary three weeks before each meeting.
4.5.5. Choir members may submit matters they wish Committee to discuss by way of their section representative.
4.5.6. Co-opted members need not attend The Committee meetings unless requested to do so by the Chairman.
4.5.7. Urgent matters may be dealt with by a brief ad-hoc meeting held after rehearsal.
4.5.7.1. Alternatively, such meetings may be conducted “on line” initiated by the Chairman.
4.5.7.2. Any decisions taken in such meetings shall be recorded on the agenda of the next Committee meeting and recorded in the minutes thereof.
4.6. Conflicts of Interests & Conflicts of Loyalties
4.6.1. A Trustee or Committee member must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with The Choir or in any transaction or arrangement entered into by The Choir which has not been previously declared.
4.6.2. A Trustee or Committee member must absent him or herself from any discussions by The Choir’s Trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of The Choir and any personal interest (including but not limited to any personal financial interest).
4.6.3. Any Trustee or Committee member absenting him 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.
5. Election of Officers & Committee
5.1. The Officers and Committee of The Choir shall be elected by a majority of the members voting at the AGM.
5.2. Annual General Meeting
5.2.1. The Committee shall convene an Annual General Meeting, preferably to coincide with the last rehearsal in July each year.
5.2.2. A quorum for that meeting shall be a minimum of two thirds of the enrolled membership of The Choir.
5.2.3. Voting at the AGM will be by a simple majority with the Chairman having a casting vote in the event of a tie.
5.2.3.1 Where the matter being voted on involves a possible conflict of interest with the Chairman this should be declared and the Chairman shall recuse himself from the vote delegating his powers to the deputy Chairman.
5.2.4. Proxy voting at the AGM is not permitted.
5.2.5. A Convening Notice of the AGM shall be given in writing to members not less than 14 days before such meeting.
5.2.6. An agenda detailing the business to be conducted at the AGM, an invitation to members to submit nominations for election and any other business for discussion shall accompany this Convening Notice.
5.2.6.1. Any submissions made later than this, or made from the floor during the AGM may be discussed at the discretion of the Chairman.
5.2.6.2. The names of candidates for election at each AGM to any office or to The Committee shall be sent in writing, stating the name of the proposer and seconder and confirming the consent of the candidate, to the Secretary not less than 21 days before the date of the AGM.
5.2.6.3. If the number of candidates duly proposed and seconded exceeds the number to be elected then voting shall be by ballot at the AGM.
5.2.7. The Chairman and Vice Chairman shall be elected for a period of two years, the Vice Chairman taking over from the Chairman on expiry of the latter’s term of office.
5.2.8. ‘In exceptional circumstances a Chairman may be elected directly without having first served a term as Deputy Chairman.’
5.2.9. Other Committee members shall also be elected for a period of two years. 5.2.9.1. Officers (apart from the MD) shall be elected individually and the other Committee members, including the co-opted members, en bloc.
5.2.10. In the event of the Chairman or Secretary vacating Office during the year for whatever reason, the positions will be filled automatically by the Vice-Chairman/Assistant Secretary upon their acceptance until the next AGM.
5.2.11. Retiring Officials and Committee members shall be eligible for re-election on completion of their term of office.
5.3. Special General Meeting.
5.3.1. The Committee, or a written representation from the membership submitted to the Secretary and signed by not less than 30% of the choir membership, can call a Special General Meeting (SGM) at any time.
5.3.2. A quorum for such meeting shall comprise a minimum of two thirds of the enrolled membership of The Choir.
5.3.3. Not less than 14 days notice shall be given in writing to members of any such SGM and this Convening Notice shall be accompanied by an Agenda detailing the business to be discussed. No other business will be admitted at an SGM.
5.3.4. At any vote, two-thirds of those voting shall be required for a motion to carry.
5.3.5. No proxy voting will be allowed at any SGM.
6. Membership
6.1. Membership shall be open to adult males assessed by the Musical Director, and duly admitted to membership at a meeting of The Committee.
6.2. Membership is not transferable to anyone else.
6.3. Former members wishing to re-join The Choir shall make an application to the Secretary but may be required to take a further voice assessment.
6.4. The Trustees shall keep a register of names and addresses of the members which will be made available to any member upon request.
6.5. Members must pay an annual subscription as approved at the AGM and which shall fall due on 1st July.
6.5.1. Any Member whose subscription payment is three months or more in arrears without acceptable reason being given will have their membership suspended and be informed of this by the Chairman.
6.6. Members must adhere to The Choir’s Constitution and maintain regular and sufficient attendance at rehearsals and concerts together with adequate knowledge of the current repertoire.
6.7. Leave of Absence
6.7.1. In circumstances where a member needs a prolonged period of absence, the Chairman may offer a sabbatical period of up to two years.
6.7.2. The member will continue to be contacted on matters concerning The Choir and to receive rehearsal materials.
6.7.3. The member and his wife/partner will be invited to social events.
6.7.4. The member will be asked to pay one half of the current rate of choir fees during this period (unless his problems are of a financial nature).
6.7.5. The member will retain his uniform and music.
6.7.6. No refund will be made of any fees already paid.
6.8. Resignation
6.8.1. A member may tender his resignation from The Choir at any time in writing to the Chairman.
6.8.2. Any free-on-loan items must be returned on leaving The Choir. 6.8.3. No fees already paid will be refunded.
6.9. Termination of Membership
6.9.1 If, for any reason and at any time a member should prove to be unsatisfactory in either performance or behaviour then, firstly, the reason for dissatisfaction should be pointed out to him by the Chairman.
6.9.2. If, by the time of the next full Committee meeting, there has been no improvement, then a decision should be made as to whether or not the membership should be terminated.
6.9.3. The individual member shall have the right to be heard in person by The Committee before the decision is made final.
6.9.4. On termination, the member should return all free-on-loan items, including sheet music and uniform, within the following month.
6.9.5. Any fees paid by the member should be refunded on a pro-rata basis after the return of these items.
7. Finance
7.1. Financial year
7.1.1. The Choir’s financial year shall end on June 30th.
7.1.2. Annual financial accounts shall be drawn up and presented for examination to the independent examiner elected at the AGM
7.1.3. Committee members are not eligible for appointment as the independent examiner.
7.1.4. Copies of the validated financial accounts shall be made available in time for the AGM.
7.2. A balance of the current financial position, i.e. balance at bank and total liabilities, shall be presented by the Treasurer at each Committee meeting.
7.3. A Bank Account shall be held in the name of The Choir.
7.4. Signatories to validate cheques shall be any two from: – Chairman, Treasurer, and Secretary.
7.5. The Treasurer, with the approval of the Committee, shall make all financial arrangements.
7.5.1. None of the income or property of the Choir may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of gain to any member of The Choir.
7.5.2. Notwithstanding Clause 7.5.1. all reasonable expenses incurred by members on behalf of The Choir may be reimbursed on production of valid receipts provided that they have been agreed in advance.
7.6. Subscriptions will be reappraised at each AGM. 7.7. Concert fees will be reappraised at each AGM.
7.8. Fees payable to the MD, AMD and MA for rehearsals and for concerts/events (with the exception of the funerals of members or their partners) will be reappraised at each AGM.
7.8.1. The AMD may receive an annual stipend, to be reviewed at each AGM, in recognition of the extra work he is expected to carry out for The Choir.
7.8.2. The AMD will be paid the MD rate for each rehearsal/concert he conducts in the event of the MD’s non-availability. He will be exempt from Choir fees.
7.8.3. The Choir will meet the accommodation and travel expenses of the MD and MA when travelling out of area to hold joint concerts.
7.9. The Choir may support an official charity each year, decided upon, alternately, by the Chairman and the President.
7.9.1. Promotion of the charity should feature on all choir literature.
7.9.2. The Choir may provide an official concert each choir year (July-July) for this charity.
7.9.3. All proceeds from this concert after expenses shall be donated to the charity.
7.10 Dissolution
7.10.1 The Choir shall not be dissolved except by a vote of three quarters of the whole of the Members at an SGM called for the purpose.
7.10.2. If, upon the winding up or the dissolution of The Choir, there remains ANY property whatsoever after the satisfaction of all its debts and liabilities, the same shall not be distributed amongst the members of The Choir but shall be given or transferred to some Charitable Institution or Institutions having objects similar to the objects of The Choir, such Institution or Institutions to be determined by the members of The Choir at or before the time of dissolution and in so far as effect cannot be given to such provision then to some Charitable object.