Bury Friendly Orchestra Constitution

Constitution adopted 18 October 2016

1. Name

The name of the Orchestra shall be Bury St Edmunds Friendly Orchestra hereinafter referred to as the Orchestra

2. Objects

The objects of the Orchestra shall be:

i) 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 trustees see fit, including through the presentation of public concerts and recitals;

ii) to further such charitable purposes as the trustees in their absolute discretion shall think fit but in particular through the making of grants and donations.

3. Membership

i) Membership of the Orchestra shall be open to anyone interested in furthering its objects and who has paid the subscription set at the appropriate rate or rates as determined by the Committee and who shall provide such evidence of musical ability on an instrument that the Orchestra needs as the Committee shall require;

ii) Every member shall have one vote.

iii) 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 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.

iv) Members are expected to read and adhere to policies and codes issued by the Committee, as amended from time to time.

4. Officers and Committee

The management of the Orchestra shall be in the hands of a Committee consisting of the following Officers; a Chairman, a Secretary and a Treasurer and not fewer than two nor more than five other members. The Officers shall be elected by and out of the Orchestra's members at the Annual General Meeting; they shall hold office until the third Annual General Meeting thereafter and be eligible for re-election annually thereafter. Other Committee members shall be elected by and out of the Orchestra's members at the Annual General Meeting; they shall hold office until the next Annual General Meeting and be eligible for re-election. The Committee are the charity trustees. The Conductor may attend all Committee meetings except when her or his position is being considered, but not vote.

5. Management

All the arrangements for the concerts and other events and the control of the 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;

i) 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;

ii) 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;

iii) power subject to any consents required by law to borrow money and to charge all or part of the property of the Orchestra with repayment of the money so borrowed;

iv) 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 dependants;

v) 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;

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

vii) power to appoint and constitute such advisory committees as the Committee may think fit;

viii) power to do all such other lawful things as are necessary for the achievement of the objects.

7. Meetings and Proceedings of the Committee

i) 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 day's 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 21 day's notice must be given.

ii) The chairman shall act as chairman at meetings of the Committee. If the chairman is 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.

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

iv) 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.

v) 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.

vi) 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.

vii) The Committee may appoint one or more sub-committees, consisting of three or more members of the Committee, 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.

8. Equal Opportunities

No individual shall be excluded from membership of the Orchestra or de-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

i) The financial year shall end on 31 July.

ii) One or more banking accounts shall be maintained in the name of the Orchestra and financial transactions shall be authorised by any two of the Committee, appointed as signatories by the Committee.

iii) The Orchestra 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.

iv) The income and property of the Orchestra whencesoever derived shall be applied solely towards promoting the objects of the Orchestra as set forth above and no portion thereof shall be paid or transferred either directly or indirectly to any member or members of the Orchestra except in payment of legitimate expenses incurred on behalf of the Orchestra.

10. Annual General Meeting

i) Within six months 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 or by email shall be given to all members.

ii) The Committee shall present to each AGM the report and accounts of the Orchestra for the preceding year.

iii) Nominations for election to the Committee must be made by members of the society in writing and must be in the hands of the Secretary of the Committee at least 14 days before the AGM. Should nominations for Committee positions exceed vacancies, an election shall be held at the AGM.

11. Special General Meeting

A Special General Meeting, of which at least 21 day's notice in writing or by email must be given to members, may be called for by the Committee or upon written request to the Chairman signed by at least five members of the Orchestra. The notice must state the business to be discussed.

12. Procedure at General Meetings

i) A person specially appointed by the Committee shall keep a full record of proceedings at every general meeting of the charity.

ii) There shall be a quorum when at least 10% of the members of the Orchestra at the time or 10 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, scrutinised by a person who is independent of the Committee and then submitted to the members at the Annual General Meeting.

14. Alterations to the Constitution

i) The constitution may be altered by a two-thirds majority of the members present and voting at the General Meeting, provided that fourteen days notice of the proposed alteration has been sent to members and provided that nothing herein contained shall authorise any amendment which shall have the effect of the Orchestra ceasing to be a charity.

ii) No amendment may be made to clause 1 (the name of the charity), clause 2 (the objects), clause 9 iv (distribution of assets), or clause 15 (dissolution), without the prior written consent of the Charity Commission.

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

15. Dissolution

In the event of the Orchestra 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 Orchestra.

© 2016 Bury Friendly Orchestra


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