Constitution

CHICHESTER SYMPHONY ORCHESTRA

CONSTITUTION – JANUARY 2015

 

A  NAME

 

The name of the society shall be ‘Chichester Symphony Orchestra’ herein after referred to as ‘The Society’.

 

B  OBJECTS

 

The Society’s objects are the advancement of education in the art and science of music in particular through the performance of orchestral music and any other charitable purpose but only insofar as income is not required for the primary objective.

 

C  MEMBERSHIP

 

  • Membership shall be open to anyone over the age of eighteen who is interested in furthering the objects of the society and has paid the subscription laid down from time to time by the Committee;
  • No person shall be admitted until their qualification has been approved by the Conductor and ratified by the Committee;
  • The Committee may at its absolute discretion appoint honorary members who will not pay a subscription but will have the same rights as other members;
  • Every member shall have one vote;
  • The Committee has the power to terminate the membership of any individual, provided that the decision of the Committee (with the exception of (1) the individual concerned if a member of the Committee and (2) 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.

 

D  MANAGEMENT

 

The management of all aspects of the Society shall be in the hands of the Committee.

 

E  POWERS

 

In furtherance of the objects, but not otherwise, the Committee may exercise the following powers:-

  • 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;
  • Power to buy, take on, lease or exchange any property necessary for the achievement of the objects and to maintain or equip it for use;
  • Power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Society;
  • 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;
  • 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 super-annuation for staff and their dependants;
  • 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;
  • Power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
  • Powers to do all such other lawful things as are necessary for the achievement of the objects.

 

F  THE COMMITTEE

 

  • The Committee shall consist of a Chairman, Secretary, Treasurer (The officers), and not fewer than three nor more than six other members who shall be elected by and out of the members of the Society at the Annual General Meeting;
  • The Committee may in addition co-opt up to two additional members, but no-one may be appointed if as a result more than one third of the Committee would be co-opted members;
  • All members of the Committee shall retire from office at each Annual General Meeting but are eligible for re-election;
  • The Committee shall hold at least two ordinary meetings each year. A special meeting may be called by the Chairman or any two members of the Committee upon four days notice being given to the other members of the Committee of the matters to be discussed;
  • The Chairman shall act as chairman of the meetings. If the Chairman is absent from any meeting, the members present shall choose one of their number to act as chairman before any other business is conducted;
  • There shall be a quorum when at least one third of the members of the Committee, or three members, whichever is greater, are present at the meeting;
  • Every matter shall be determined by a majority of votes of the members present, but in the case of equality of votes cast, the chairman of the meeting shall have a second or casting vote;
  • The Committee shall keep minutes of the proceedings of meetings of the Committee and any sub-committees and shall ensure that these are safely stored, 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 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;
  • The music to be performed at concerts shall be proposed by the Conductor subject to the approval of the Committee.

 

G  COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED

 

  1. No member (subject  to sub-clause 2) of this clause) of the Committee shall acquire any interest in property belonging to the Society (otherwise than as a trustee of the Society) or receive remuneration, or be interested (other than as a member of the Committee) in any contract entered into by the Committee
  2. Any member of the Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by them or their firm when instructed by other members of the Committee to act in a professional capacity on behalf of the Society, provided that at no time shall a majority of the members of the Committee benefit under this provision and that a member of the Committee shall withdraw from any meeting at which their own instruction or remuneration or that of their firm is under discussion.

 

H  FINANCE

 

  • The financial year shall end on 31st August each year;
  • A bank account shall be opened in the name of the Society, cheques shall be signed by two members of the Committee, and any on-line transactions shall be carried out by two members of the Committee;
  • The income and property of the Society shall be applied solely towards promoting the objects of the Society and no portion thereof may be transferred either directly or indirectly to any member of the Society except in payment of legitimate expenses incurred on behalf of the Society;
  • The accounts of the Society shall be audited or examined to the extent required by legislation or, if there is no such requirement, scrutinized by a suitable person who is independent of the Committee;

 

J  GENERAL MEETINGS

 

  • Within six weeks of the end of each financial year members shall be summoned to an Annual General Meeting (AGM) of which 14 days notice in writing shall have been given;
  • There shall be a quorum when at least 10% of the members, or five members, whichever is greater, are present;
  • The Committee shall present to each AGM the report and accounts of the Society for the preceding year;
  • Nominations for election to the Committee must be made by members in writing and be in the hands of the secretary at least 7 days prior to the meeting. Should nominations exceed vacancies an election shall be held;
  • An Extraordinary General Meeting, of which at least 14 days notice must have been given to members in writing, may be called by the Committee or upon written request by at least 5 members of the Society. The notice must state the business to be discussed.
  • The Secretary or other person appointed by the Committee shall keep a full record of the proceedings of all general meetings.

 

K  COMMUNICATION

 

All written communication with members shall be by email. If any member wishes to be communicated with by post, they should inform the Secretary.

 

L  ALTERATIONS TO THE CONSTITUTION

 

  • The constitution may be altered by a two thirds majority of the members present and voting at a General Meeting, provided that 14 days notice of the proposed alterations have been sent to all members and provided that nothing herein contained shall authorize any change which shall have the effect of the Society ceasing to be a charity;
  • No amendment shall be made to Clause A, (Name of the Society), Clause B, (Objects), Clause G (Committee members not to be personally interested), Clause M (Dissolution), or this clause without the prior approval of the Charity Commissioners.

 

 

M  DISSOLUTION

 

If the Committee decides that it is necessary or advisable to dissolve the Society, it shall call an EGM stating its proposed resolution. If the proposal is confirmed by a two thirds majority of those present and voting, the Committee shall have the power to realize any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institutions or institutions having objects similar to the objects of the Society as the members may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts for the final accounting period must be sent to the Charity Commissioners.

 

January 26th 2015