|
THE ELGAR SOCIETY
CONSTITUTION
As adopted at the 1996 Annual General Meeting
for implementation from 1 January 1997
1. TITLE
1.1 The name of the Society shall be THE ELGAR SOCIETY hereinafter referred to as
the Society.
2. OBJECTS
2.1 The Society is founded in honour of the memory of Edward Elgar with the object of
promoting a wider interest in his life and music.
3. POWERS
3.1 In furtherance of the objects but not otherwise the Society may exercise the following
powers :-
3.1.1 power to raise funds, to levy subscriptions from members and to invite contributions
provided that in raising funds the Society shall not undertake any substantial permanent
trading activities and shall conform to any relevant requirements of the law;
3.1.2 power to buy, take on lease or to take in exchange any property necessary for the
achievement of the objects and to maintain and equip it for use;
3.1.3 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;
3.1.4 power to employ such staff (who shall not be members of the Council of the Society
as hereinafter defined) 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;
3.1.5 power to co-operate with other charities, voluntary bodies and statutory authorities
operating in furtherance of similar charitable purposes and to exchange information and advice
with them;
3.1.6 power to establish or support any charitable trusts, associations or institutions
formed for all or any of the objects;
3.1.7 power to do all such other lawful things as are necessary for the achievement of the
objects.
4. MEMBERSHIP
4.1 Membership shall be open to any person who pays the annual subscription at the
appropriate rate as determined by the Society at an Annual General Meeting as hereinafter
defined. The Council of the Society shall have the right to cancel or refuse membership
should the conduct of the member or proposed member be, in the opinion of the Council,
detrimental to the interests or good name of the Society provided that the member or
proposed member shall have the opportunity to attend a meeting of the Council and be
heard in that person's own defence. Such cancellation or refusal of membership shall
be reported to the next following Annual General Meeting.
5. HONORARY MEMBERS
5.1 At an Annual General Meeting the Council may nominate for election to Honorary
Membership of the Society any person whose valued services to the Society should, in
the opinion of the Council, be specially recognised. Recommendations may be made at any
time in writing to the Honorary Secretary for consideration by the Council. Honorary
Members shall be entitled to the ordinary privileges of membership and they shall not
be required to contribute to the funds of the Society.
6. PRESIDENT AND VICE-PRESIDENTS
6.1 The Society may at an Annual General Meeting elect a President and Vice-Presidents
from persons who have achieved distinction in the promotion of the objects of the Society.
Recommendations for persons to be nominated as President or Vice-Presidents shall be
forwarded in writing to the Honorary Secretary for consideration by the Council and,
if approved, shall be notified to the person nominated in order to obtain that person's
consent prior to such nomination being referred to an Annual General Meeting.
6.2 The President and Vice-Presidents of the Society shall, whilst in office, have the
privileges of an Honorary Member.
7. ELECTED OFFICERS
7.1 The Elected Officers of the Society shall consist of Chairman, Vice-Chairman,
Honorary Secretary and Honorary Treasurer who shall be elected annually from among
members of the Society nominated in accordance with paragraph 7.3 hereinafter.
Such officers shall be elected by the Society at the Annual General Meeting and shall
hold office until the next Annual General Meeting when they shall stand down but shall
be eligible for re-election. On the death, disqualification or resignation of an
elected officer, the Council shall have the power to appoint a successor from the
membership to fill the vacancy in a temporary capacity until the next Annual General
Meeting.
7.2 No person shall hold more than one elected office of the Society.
7.3 Members nominated to hold office as elected officers of the Council shall have been
in continuous membership of the Society for a minimum period of three years. Nominations
shall be made in writing, signed by a proposer and seconder who must be members of the
Society and by the candidate signifying willingness to stand, and shall reach the Honorary
Secretary not later than twenty-one days before the Annual General Meeting.
8. APPOINTED OFFICERS
8.1 At its first meeting after the Annual General Meeting the Council of the Society
shall have the power to appoint members of the Society as additional officers to
undertake duties specified by the Council. The officers so appointed shall not exceed
six in number.
9. COUNCIL
9.1 The Council of the Society shall consist of :-
9.1.1 The elected officers;
9.1.2 Such officers from those appointed in pursuance of paragraph 8 as the Council
may determine;
9.1.3 Six members of the Society elected by the membership in accordance with paragraph
10 hereinafter;
9.1.4 One member of the Society representative of each branch elected by the branch in
accordance with paragraph 20 hereinafter.
9.2 The Council shall meet not less than four times each year with the first meeting
taking place within a period of four months after the date of the Annual General Meeting.
9.3 The members of the Council of the Society shall be the Trustees of the Society for
the purposes of the Charities Act 1993.
10. ELECTION OF COUNCIL
10.1 Nominations for the elected members of the Council as set forth at sub-paragraph
9.1.3 above (who shall be elected by the Society from among the members of the Society
annually) shall be made, in writing, signed by a proposer and seconder who must be members
of the Society and by the candidate signifying willingness to stand, and shall be received
by the Honorary Secretary at least fifty-six days before the Annual General Meeting.
Elections for two members of the Council shall take place each year and members of the
Council so elected shall serve for a period of three years commencing at the Annual
General Meeting. They shall not be eligible to stand for re-election for the year following
their three-year term of office.
10.2 Should the number of valid nominations exceed the number of vacancies, a postal
ballot of the members of the Society shall be held, the results of which shall be declared
at the Annual General Meeting. Ballot papers shall be distributed to members not later than
twenty-eight days before the Annual General Meeting and shall be received by the Honorary
Secretary not later than seven days before the Annual General Meeting. Ballot papers shall
be subject to the scrutiny of two officers of the Society.
10.3 A member of the Council shall cease to hold that office :-
10.3.1 if that person ceases to be a member of the Society; or
10.3.2 if, by notice in writing to the Honorary Secretary of the Society, that person
resigns the office; or
10.3.3 if that person becomes disqualified from acting as a charity trustee by virtue of
the relevant provisions of the Charities Acts; or
10.3.4 if that person is absent without reasonable cause from three consecutive meetings
of the Council and the Council (other than the Member in question) unanimously resolve that
such person should be removed from office.
10.4 On the death, disqualification or resignation of any elected member of the Council
the vacant place shall be filled by the candidate who secured the highest number of votes
amongst the candidates unsuccessful at the last election and who is willing to act, who
shall hold office until the next Annual General Meeting when that person shall cease to
hold that office but shall be eligible for re-election. In the absence of such a candidate,
the vacancy shall remain unfilled until the next Annual General Meeting.
11. MANAGEMENT
11.1 Responsibility for the overall management of the business of the Society shall rest
with the Council which may exercise all such powers of the Society and do, on behalf of the
Society, all such acts as may be exercised and done by the Society as are not, by statute,
required to be exercised or done by the Society in general meeting and subject to such
consents as may be required by law and under the jurisdiction of the Charity Commissioners
for England and Wales.
12. SUBSCRIPTIONS
12.1 Annual subscriptions shall fall due on the first day of January in each year. The
amount of subscription shall be determined at an Annual General Meeting on the recommendation
of the Council and may be set at different rates for categories of membership defined by the
Council.
12.2 Members shall pay the appropriate subscription on joining the Society and thereafter
shall pay, as and when due, all subscriptions for which they are liable. Members whose
subscriptions are in arrears shall have their membership cancelled on the expiry of a period
of three months following formal written notification to the member concerned by an officer
of the Society.
13. FINANCE
13.1 The Council shall be responsible for the funds of the Society and shall control all
expenditure. The Honorary Treasurer shall on the Council's behalf manage the day-to-day
financial affairs of the Society, excluding those of the branches.
13.2 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 or payments made
to members of staff appointed under the provisions of sub-paragraph 3.1.4.
14. ACCOUNTS
14.1 The Council shall cause proper books of account to be kept in respect of :-
14.1.1 all sums of money received and expended by the Society and the matters in respect
of which such receipts and expenditure take place;
14.1.2 all sales and purchases of goods by the Society;
14.1.3 the assets and liabilities of the Society.
14.2 The financial year of the Society shall run from the first day of January to the
thirty-first day of December. At the Annual General Meeting in every year, the Council
shall lay before the Society for approval a proper income and expenditure account and
balance sheet for the previous financial year. Such accounts and balance sheet shall be
examined and the correctness thereof ascertained by a professional auditor or an independent
examiner who shall be appointed by resolution passed at the Annual General Meeting prior to
the end of the financial year in question.
15. EXECUTIVE COMMITTEE
15.1 The Executive Committee shall comprise the elected officers and such of the
appointed officers as the Council shall decide at its first meeting after an Annual
General Meeting. The Executive Committee shall undertake the day-to-day routine management
of the Society's activities including the exercise of the powers of the Council on urgent
matters that cannot reasonably be deferred until the next scheduled meeting of the Council,
subject to entering into no financial commitment during a financial year which exceeds in
total one-tenth of the previous year's gross subscription income. All decisions taken by
the Executive Committee shall be reported to the next meeting of the Council.
16. SUB-COMMITTEES, PANELS AND WORKING PARTIES
16.1 The Council may set up such sub-committees, panels or working parties as it thinks
fit composed of members of the Society and specifying terms of reference when such bodies
are constituted. A majority of the members of every sub-committee shall be members of the
Council and the Council shall designate a member of the Council to be the chairman of every
such sub-committee. All acts and proceedings of sub-committees shall be reported to the
next meeting of the Council. Sub-committees, panels and working parties shall have the
power to co-opt persons for some or all of their meetings but such co-opted members shall
have no voting rights. It shall not be necessary for co-opted members to be members of the
Society.
17. GENERAL MEETINGS
17.1 A general meeting of the Society shall be held once in every year on a date not
later than the last day of June at a place prescribed by the Council. Such general meetings
shall be called Annual General Meetings. All other general meetings shall be called
Extraordinary General Meetings.
17.2 The Council may convene an Extraordinary General Meeting of the Society provided that
a majority of members of the Council for the time being vote in favour of the resolution to
do so.
17.3 The Executive Committee shall, on receipt by the Honorary Secretary of a notice in
writing stating the reasons therefor in the form of a resolution or resolutions signed by a
minimum of fifty members, call an Extraordinary General Meeting for a date not more than
twenty-eight days after receipt of such notice. No business shall be transacted at an
Extraordinary General Meeting other than that which is specified in such resolution or
resolutions.
17.4 Written notice shall be given to all members of an Annual General Meeting or an
Extraordinary General Meeting, giving at least twenty-eight days’ notice in the case of
an Annual General Meeting and fourteen days’ notice in the case of an Extraordinary
General Meeting. Such notice of meeting shall specify details of the business to be
transacted and the place, day and time of the meeting.
18. QUORUM
18.1 Twenty-five members shall constitute a quorum at general meetings. Six members or
one third of the membership of the Council, whichever is the greater, shall form a quorum
at meetings of the Council. Three members shall form a quorum at meetings of the Executive
Committee. Three members (excluding co-opted members) shall form a quorum at sub-committee
meetings.
19. MINUTES AND VOTING
19.1 Minutes shall be taken of the proceedings of all general meetings and meetings of
the Council and sub-committees and such minutes shall be recorded in books kept for the
purpose. The accuracy of the minutes shall be confirmed by those who were present at the
meeting at the next following meeting of the Society, Council or sub-committee concerned
and shall be signed by the Chairman of the meeting.
19.2 Voting at all general meetings and Council meetings shall be by a show of hands or,
at the Chairman's discretion, by a ballot of the meeting. The Chairman shall have a second
or casting vote. A declaration by the Chairman of the meeting that a resolution has been
carried or lost shall be conclusive and an entry to that effect in the minute book of the
Society shall be conclusive evidence thereof without proof of the number or proportion of
the votes recorded in favour of or against that resolution.
20. BRANCHES
20.1 To further the objects of the Society, branches may be established by decision of
the Council on such area or other basis as the Council may decide. The Council shall have
the power to amalgamate, dissolve or change the area or other basis on which branches are
established.
20.2 At its first meeting every branch shall elect a chairman, secretary, treasurer and
a member representative of the branch to serve on the Council of the Society, jointly to be
known as the Branch Officers. Under no circumstances shall the offices of chairman and
secretary be combined nor shall the office of branch treasurer be combined with another
office of the branch or Society without the consent of the Council. Notwithstanding the
aforementioned stipulation a person holding the office of chairman, secretary or treasurer
may also act as a member of the Council of the Society.
20.3 All branches shall adopt a branch constitution at their first meeting or at an Annual
General Meeting if the branch is already in existence at the time of adoption of this
Constitution, such branch constitution to be based on a standard form of constitution
approved from time to time by the Council of the Society. A copy of a proposed branch
constitution shall be submitted to the Honorary Secretary of the Society for approval by
the Council prior to its adoption by the branch.
20.4 A branch committee shall be elected in accordance with the branch constitution to
include the branch officers elected in accordance with paragraph 20.2 above. A branch
committee may nominate one of its members to deputise for the branch representative elected
to the Council of the Society in the event of the elected Council member being unable to
attend a meeting of the Council.
20.5 Branches shall hold regular meetings and all Society members who are recorded on the
official list of members maintained by the Council as being those who have asked to be
associated with a branch (hereinafter referred to as branch members) shall be advised of
such meetings and shall be given twenty-one days' notice in writing of annual or
extraordinary general meetings.
20.6 The Society shall provide sufficient funds to branches to meet the cost of hiring
meeting rooms, the payment of speakers' fees and expenses and the cost of administration.
Branches shall be responsible for financial commitments which they undertake and may raise
supplementary funds for branch purposes except that they shall not levy a separate
subscription. It shall be the duty of the branch treasurer to have custody of all branch
funds, to account for them to the branch Annual General Meeting and to the Council of the
Society. The branch treasurer shall also be responsible for the preparation of an annual
budget estimating branch expenditure for the following year and for submitting income and
expenditure accounts and a balance sheet each year to the Honorary Treasurer of the Society
after audit by an independent examiner.
20.7 If it becomes necessary to wind up the affairs of a branch, it shall be the
responsibility of the branch officers to call a general or extraordinary general meeting
of the branch members and to give its reasons for such action. If this course of action
is approved by members, formal notification must then be given in writing to the Honorary
Secretary of the Society. It shall also be the responsibility of the branch treasurer to
transfer all monies held by him on behalf of the branch to the Honorary Treasurer of the
Society to be credited to the funds of the Society.
21. AFFILIATION TO AND FROM OTHER BODIES
21.1 If a society or other body of persons formed outside the United Kingdom wishes to be
affiliated to the Society, such affiliation may be authorised by members at a general meeting
following a recommendation to this effect by the Council, provided that the society or body
concerned has objects similar to those of the Society.
21.2 The Society may affiliate to any other body which has objects similar to or compatible
with those of the Society.
21.3 Affiliations to the Society or affiliations by the Society to other bodies or
societies may be authorised by members at an Annual General Meeting following a
recommendation to this effect by the Council and such affiliations may be withdrawn or
cancelled at any time by members of the Society at an Annual General Meeting.
22. BYELAWS
22.1 The Council may from time to time make such rules or byelaws for the management of
the Society as it may think fit which shall be binding upon the members of the Society
provided that such byelaws shall not be inconsistent with or affect or alter anything
contained in this Constitution and in particular but without prejudice to the generality
of the foregoing such byelaws may regulate :-
22.1.1 the admission and classification of ordinary and honorary members and the rights
and privileges of membership;
22.1.2 the payment of subscriptions by members;
22.1.3 the resignation and re-admission of members;
22.1.4 the establishment and administration of regions, branches, special interest groups,
panels and working parties;
22.1.5 the conduct of general meetings and meetings of the Council, Executive Committee
and sub-committees, such byelaws made under this sub-paragraph to take the form of standing
orders.
23. WINDING UP OF THE SOCIETY
23.1 The Society may be dissolved by a resolution passed by a two-thirds majority of
those present and voting at an Extraordinary General Meeting convened for the purpose of
which twenty-eight days notice shall have been given to the members. Such resolution may
give instructions for the disposal of any assets held by or in the name of the Society,
provided that if any property remains after the satisfaction of all debts and liabilities
such properties shall not be paid to or distributed among the members of the Society but
shall be given or transferred to such other charitable institution or institutions having
objects similar to the objects of the Society as the Society may determine and if and in
so far as effect cannot be given to this provision then to some other charitable purpose.
24. AMENDMENTS TO THE CONSTITUTION
24.1 Any amendment to this Constitution shall require the assent of two-thirds of the
members present and voting at an Annual General Meeting or an Extraordinary General
Meeting. A resolution for the amendment of the Constitution must be received by the
Honorary Secretary of the Society at least fifty-six days before the meeting at which
the resolution is to be brought forward. Written notice of the meeting as required by
paragraph 17.4 shall be given by the Honorary Secretary to the membership to include
notice of the amendment proposed. Provided that no amendment shall be made to paragraph 2
(objects), paragraph 23 (dissolution) or this paragraph unless the approval in writing of
the Charity Commissioners for England and Wales or other authority having charitable
jurisdiction shall have been obtained and no alteration shall be made which would have
the effect of causing the Society to cease to be a charity in law.
Approved and adopted 1st June 1996
JRG/25.7.96
| 