CROYDON PHILHARMONIC SOCIETY CONSTITUTION
1) NAME and OBJECT
The society shall be called the Croydon Philharmonic Society. It is a Registered Charity and its
aims and principal object shall be the advancement of the education of the public in choral music and as a means to this end the public performance of choral works by its members constituted in a
Choir called the Croydon Philharmonic Choir.
i. In this constitution, all reference to the Croydon Philharmonic Society (‘the Society’) shall
be taken to refer to the Croydon Philharmonic Choir (‘the Choir) and vice versa.
ii. This Constitution shall be amended or added to only at an Annual General Meeting (A.G.M.) or
an Extraordinary General Meeting (E.G.M.) convened in accordance with 8i. and 8ii. below. At least fourteen (14) days’ notice shall be given to members of any
proposed amendment or addition, together with a statement of the reasons for the proposal. A quorum of members (see 8iii. below) shall be present, and any
amendment or addition shall be approved by a two-thirds’ majority of those members present and eligible to vote and must not affect the Society’s charitable status.
i. Membership of the Choir shall be determined by vocal consultation or repeat vocal consultation at the discretion of the Music Director whose decision on eligibility or continued suitability shall be final.
ii. All members shall pay the agreed annual membership subscription on joining the Choir and annually thereafter for as long as they remain members. Subscriptions may be paid as one lump sum or in equal instalments on dates agreed by the Committee. The Committee reserves the right to agree reductions in some cases; such decisions shall be taken on the Committee’s behalf by the Membership Secretary and Treasurer having a regard to confidentiality.
iii. Membership subscriptions shall be determined and agreed openly and annually at the Choir A.G.M. or at an E.G.M. Should any interim revision be deemed necessary an E.G.M shall be called to reach a decision.
iv. There is an expectation that members attend rehearsals and take part in performances as part of their commitment to the Choir. Members shall not be eligible to take part in a concert if they have not attended a sufficient number of rehearsals. At the Music Director’s discretion, such members may have an audition. The Music Director’s decision in this matter shall be final.
v. Members are expected to take responsibility for ensuring that they equip
themselves with copies of scores for all concerts. These will normally be made
available, either for purchase or hire, by the Choir Librarian. Members of the Choir shall accept responsibility for any music on loan or on hire and shall be expected to pay the cost of any lost or damaged copies entrusted to them. They shall also be liable for any fines incurred by the Choir for copies not returned by the due dates.
vi. Members shall abide by the dress code set by the Committee.
vii. Members shall not perform in the name of the Choir without the consent of the Committee, nor express a corporate opinion or decision on behalf of the Choir without the approval of the Committee.
viii. The Committee reserves the right to terminate an individual’s membership of the Choir at any time if there is sufficient and proper reason to do so. In such cases the person concerned shall have the right to be heard by the Committee, supported by a friend if desired, before a final decision is made.
No individual shall be excluded from membership of the Choir or debarred from any official capacity on the committee on the grounds of sex, race, colour, age, sexual orientation, disability or political affiliation.
i. The management of the Society shall be in the hands of an elected Committee
which shall comprise:
four (4) officers: Chair, Secretary, Treasurer, Membership Secretary.
five (5) named post-holders: Ticket Secretary, Publicity Co-ordinator, Media Lead, ConcertManager, Librarian.
two (2) other elected members.
The officers, post-holders and other Committee members shall be elected by and out of the Society’s members at the AGM or in exceptional circumstances at an EGM.
ii. Choir members shall be eligible to stand for election to the Committee after being members of the Choir for one full season.
iii. All members of the Committee shall remain in post until the next A.G.M. and be eligible for re-election.
iv. In the event of any Committee member needing to stand down mid-term, another member of the Choir, who has been a member for the minimum of one year, may be co-opted onto the Committee. They will not become a Trustee until voted onto the Committee at the next AGM
v. Meetings of the Committee shall be convened and chaired by the Chair, who shall determine the agenda and interpret the Constitution and Rules. If the Chair is absent from any meeting of the Committee, or is not able to continue in office, the members of the Committee present shall choose one of their number to act as Chair before any other business is transacted.
Members of the Committee who do not attend formal meetings on more than two consecutive occasions or who attend fewer than three meetings per year will normally be required to stand down from the Committee. Exceptions to this rule will be allowed on compassionate grounds at the discretion of the Committee.
vi. A quorum shall consist of five (5) members including two (2) officers. Matters may be put to the vote at the discretion of the Chair. In the event of a tie the Chair shall have a casting vote.
vii. The Secretary shall ensure that minutes of the proceedings at meetings are
recorded and shall ensure that these are stored securely and that they are available for inspection as required. Minutes of all Committee meetings, having been approved by the Committee, shall be made available to members of the Choir.
viii. The Committee may establish sub-committees and may co-opt onto them any Choir members of at least one full season’s standing. All such sub-committees shall keep minutes of their meetings and be accountable to the Committee.
ix. The Music Director may attend and speak at all meetings of the Committee but is not entitled to vote.
x. The Committee shall submit an annual report to the A.G.M. (see 8iv. below)
xi. All members of the Committee shall be Trustees of the Registered Charity as
defined by the Charities Act 1993. They shall not receive any financial consideration for their attention to the affairs of the Society, other than reasonable expenses incurred.
xii. Subject to this Constitution the Committee shall take any action that will assist the Society in achieving its principal object.
5) POWERS OF THE COMMITTEE
In furtherance of the object, but not otherwise, the Committee may exercise the
i. 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. to buy, lease or exchange any property necessary for the achievement of the object and to maintain and equip it for use;
iii. to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the object or of similar charitable purposes and to exchange information and advice with them;
iv. to establish or support any charitable trusts, associations or institutions formed for all or any of the object;
v. subject to 4x., to engage and remunerate such persons as are necessary for the proper pursuit of the object;
vi. to do all such other lawful things as are necessary for the achievement of the
6) MUSIC DIRECTOR
i. The Committee shall appoint and agree remuneration for a Music Director. This appointment shall be for a period not exceeding five years. Renewal and subsequent length of re-appointment shall be negotiated between both parties. Either party shall have the right to terminate this agreement at any time providing that twelve (12) months’ notice has been given in writing.
ii. The Music Director shall advise and guide the Committee on the choice of music, the appointment of an accompanist and on all matters of musical policy including rehearsals and concert locations. The Music Director shall be responsible for recommending the choice of orchestras and soloists. In giving his or her advice, recommendations and guidance in relation to concert locations, orchestras and soloists, the Music Director shall take account of any budgetary constraints advised to him or her by the Committee.
iii. The Music Director shall always be engaged to conduct the Choir’s concerts except in cases where another concert promoter engages the Choir’s services. Where the Choir Committee proposes that the Choir jointly promotes a concert with one or more other organisations, such joint promotion shall be subject to the Music Director’s agreement as to the conducting arrangements for such a concert.
iv. The Music Director shall submit an annual report to the A.G.M. (see 8iv. below)
i. The financial year shall end on 30th June.
ii. The Committee shall comply with their obligations under the Charities Act 1993 (or any statutory modification or re-enactment of that Act) with regard to the preparation of an annual return and its transmission to the Charity Commissioners.
iii The Committee shall appoint a suitably qualified person, who shall be independent of the Society, to examine the annual accounts of the Society. The Committee shall agree the fee payable to the independent examiner.
iv. The Committee shall review the membership subscription annually and make
recommendations at the A.G.M., or at an E.G.M., for the amount to be paid the
following season. (see 3iii. above)
v. The Society may receive donations, grants or financial guarantees and shall have control over the issue of tickets for its concerts. All income and property of the Society shall be employed for the promotion of the object of the Society set out in this Constitution and none of it shall be paid or transferred, directly or indirectly, by way of dividend, bonus or payment of a professional fee, to any member of the Society
vi. In the event of the Society receiving any donation or legacy exceeding £10,000, the Committee shall determine what part (if any) of such donation or legacy should be accepted into the Society's General Fund. In reaching this decision they shall take account of the interests of both the present and future beneficiaries of the Society. The balance of the donation or legacy shall be placed into the Reserve Fund. The assets of the Reserve Fund shall be invested with the long-term objective of providing investment income whilst seeking to maintain the value of the capital in real terms. Transfers of investment income arising from the investments held in the Reserve Fund into the General Fund will be permitted. Transfers of any capital or realised gains arising from the disposal of all or part of the investments held in the Reserve Fund into the General Fund shall only be permitted subject to approval by two thirds of the members of the Society present at a General Meeting. Monies, of any amount, received with specific covenants attached thereto shall be utilised as directed by the donor.
vii. In the event of the Society being wound up, any assets remaining upon the
dissolution after payment of proper debts and liabilities shall be transferred to a
charitable institution or institutions having similar objects to the Society. This shall be the responsibility of the Committee.
8) ANNUAL and EXTRAORDINARY GENERAL MEETINGS
i. An Annual General Meeting (A.G.M.) shall be held within four (4) months of the end of each financial year. At least fourteen (14) days’ written notice of the A.G.M. shall be given to members. A copy of the annual reports for the preceding season shall be circulated with this notice.
ii. An Extraordinary General Meeting (E.G.M.) may be called by the Secretary at the Chair’s request or at the written request of ten full members of the Choir. At least fourteen (14) days’ written notice of an E.G.M. shall be given to members. This written notice shall state the purpose of the meeting and of the business to be discussed. No other business shall be considered.
iii. Fully paid up members of the Choir shall be eligible to vote at any General Meeting. A quorum shall consist of 20% of the membership.
iv. The business of the A.G.M. shall include reports from the Committee and the Music Director; the receipt and approval of the independently examined accounts; approval of the minutes of the previous A.G.M.; the election of a Committee; the appointment of a President, Patrons and Vice-Presidents. Other business may be included at the discretion of the Chair.
v. Members nominated for election to the Committee shall give their consent to the nomination and be proposed in writing and the proposal seconded at least seven (7) days before the date of the A.G.M. If there are more nominations than vacancies, election shall be by secret ballot.
vi. With the exception of changes to this Constitution (see 2ii. above) or the transfer of any capital from the Reserve Fund into the General Fund (see 7vi. above), any business transacted at either an A.G.M or an E.G.M. shall be approved by a simple majority of those present and eligible to vote.
Registered Charity No. 213084